By Formal Bid Launch
Curaleaf Holdings formally launched a $272 million hostile takeover bid for Aurora Cannabis on Tuesday. The U.S.-based multistate operator delivered offer documents directly to Aurora shareholders after the Canadian company declined to negotiate. Curaleaf Chairman and CEO Boris Jordan stated in a press release, “Today, we are putting this proposal directly in the hands of Aurora shareholders.”
The tender offer remains open until Dec. Curaleaf previously made multiple private attempts to engage Aurora’s board before going public.
The company built its proposal using only publicly available information because Aurora refused to grant due diligence access.
This move marks a significant escalation in the pursuit of the Canadian licensed producer. Curaleaf framed the deal as a path to a larger, more diversified global platform. The bid carries no financing or due diligence conditions and is subject only to regulatory approvals.
Offer Structure and Valuation
The offer values Aurora at $4 per share. This price is made up of 0.3463 of a Curaleaf subordinate voting share plus 75 cents in cash for each Aurora common share. Curaleaf noted that this price represents a 45% premium to Aurora’s unaffected share price.
When Aurora’s cash on hand is excluded, the price represents a 110% premium according to Curaleaf. The company projects at least $40 million in annual cost synergies across corporate overhead, procurement and supply chain operations. A combined company would carry more than $1.5 billion in trailing 12-month revenue.
The unified entity would also report nearly $350 million in adjusted EBITDA. Its pro forma market capitalization would exceed $3 billion. Both companies have spent the past few years digging a foothold in European markets, particularly in Germany.
Strategic Rationale and Response
Jordan pointed to mounting pressure on Aurora’s core business. He cited reduced Canadian medical cannabis reimbursement rates and the cancellation of German medical cannabis reimbursement. He also flagged consecutive quarters of underperformance and about CA$4.65 billion in impairments Aurora recorded between fiscal 2020 and fiscal 2026.
Aurora’s board has formed a special committee to review the offer. The company said last week it corresponded with Curaleaf’s CEO and remains focused on executing its business plan over the short to medium term. Aurora did not rule out further dialogue with the bidder.
The special committee will evaluate the proposal against the company’s fiduciary duties. The next step involves the committee’s review of the tender offer documents.
