Formal offer and take-over bid circular filed and will be delivered to Aurora shareholders
Offer provides total implied consideration of US$4.00 per share, representing a 45% premium to Aurora's Unaffected Share Price and a premium of 110% on an ex-cash basis to Aurora's Unaffected Share Price
Curaleaf remains prepared to engage constructively with Aurora's Board regarding this value-maximizing transaction
STAMFORD, Conn., Aug. 18, 2026 /CNW/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer and medical cannabis products, today announced that it has formally commenced its previously announced proposal (the "Offer") to purchase all of the issued and outstanding common shares of Aurora Cannabis Inc. ("Aurora").
Under the terms of the Offer, Aurora shareholders would receive total implied consideration of US$4.00 per Aurora common share (each, a "Common Share"), comprised of 0.3463 (the "Base Exchange Ratio") of a Curaleaf subordinate voting share (each whole share, an "Offeror Share") plus US$0.75 in cash (the "Cash Consideration") and based on Curaleaf's closing share price of US$9.39 on August 10, 2026 (the day before the Company announced its intention to make the Offer). Based on Aurora's 30-day Volume Weighted Average Price ("VWAP") (as at August 10, 2026 (the day before the Company announced its intention to make the Offer)) of US$2.75 (the "Unaffected Share Price"), the Offer implies a 45% premium to the Unaffected Share Price. Excluding the value of the cash and cash equivalents that Aurora has on its balance sheet, the Offer represents a premium of 110% to the Unaffected Share Price.
Boris Jordan, Chairman of the Board and Chief Executive Officer of Curaleaf, stated: "Today, we are putting this proposal directly in the hands of Aurora shareholders. We believe our Offer provides immediate value and a unique opportunity to participate in the upside of a larger, more diversified global cannabis platform with meaningful exposure to the growth of the U.S. market. By combining Aurora with Curaleaf, we can create the preeminent, scaled industry leader with significant opportunities for long-term growth and value creation. We believe this is a compelling opportunity for both companies and, most importantly, for shareholders."
Curaleaf's Offer follows multiple attempts to engage privately, constructively, and in good faith with Aurora's Board regarding a transaction designed to maximize value for shareholders. Despite these efforts, Aurora repeatedly declined to engage in any meaningful discussions regarding the proposal. Curaleaf's proposal was formulated without the benefit of due diligence and based solely on publicly available information due to Aurora's refusal to engage. Curaleaf remains prepared to engage constructively with Aurora to maximize value for all shareholders.
Mr. Jordan continued: "Given the reduction in Canadian medical cannabis reimbursement rates and the cancellation of German medical cannabis reimbursement, Aurora is facing significant headwinds in its two most prominent markets. These regulatory changes, coupled with consecutive quarters of underperformance, have led to a smaller, less profitable company than Aurora was when its shares traded at materially higher levels in 2025, yet the Aurora Board's assessment of value appears to be anchored to that historical share price. Furthermore, Aurora's shareholders have faced millions of dollars in restructuring costs and billions of dollars in write-offs, as well as continued dilution from an at-the-market equity issuance program at prices below our offer price. Curaleaf is offering Aurora shareholders the opportunity to realize meaningful value today at a significant premium, while becoming owners of the largest cannabis company in the world led by a management team that is deeply committed to long-term value creation."
Terms of the Offer
The Offer will provide holders of Common Shares with consideration consisting of 0.3463 Offeror Shares and US$0.75 in cash for each Common Share deposited under the Offer, representing total implied consideration of approximately US$4.00 per Common Share, based on Curaleaf's closing price of US$9.39 on August 10, 2026 (the day before the Company announced its intention to make the Offer). The Offer is subject to a maximum value per Common Share of US$5.00 (the "Cap Price"). If, on the earlier of the Expiry Time (as defined below) and the date on which all conditions to the Offer have been satisfied or waived, the 20-day VWAP of Curaleaf Shares (the "Calculation Date VWAP") is greater than C$17.05 (assuming an exchange rate for U.S. dollars of C$1.00 = US$0.72) per Offeror Share (the "Cap VWAP Price"), the number of Offeror Shares issuable for each Common Share will be determined by dividing the Cap Price of US$5.00 (less the Cash Consideration of US$0.75) by the Calculation Date VWAP, in accordance with the terms of the Offer.
The Offer will remain open for acceptance until 5:00 p.m. (Mountain Time) on December 1, 2026 (the "Expiry Time"), unless extended, varied or withdrawn in accordance with its terms. Subject to applicable securities laws, Curaleaf may extend the deposit period and, if the statutory minimum tender requirement and all other conditions of the Offer have been satisfied or waived, the Offer will be extended for a mandatory period of at least 10 U.S. Business Days. The Offer is not subject to any financing condition or due diligence condition and is subject to only customary regulatory approvals and other customary conditions, all as described in the Offer Documents (as defined below).
Full details of the Offer are contained in the formal offer and take-over bid circular and related materials (collectively, the "Offer Documents"), which have been filed with the applicable Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission and which will be delivered to Aurora shareholders. Aurora shareholders are urged to read the Offer Documents carefully and in their entirety. The Offer Documents will also be available on Curaleaf's website and on its profile page on SEDAR+ (sedarplus.ca) and EDGAR (sec.gov), and Aurora shareholders are also encouraged to visit https://grow.curaleaf.com/ for additional information regarding the Offer, including the strategic rationale for the Offer, expected benefits of the combination of the two companies, FAQs, and other relevant materials.
Reasons to Tender to the Offer
Among other reasons, Aurora's shareholders are encouraged to tender their Common Shares to the Offer because:
-- Provides Immediate and Significant Premium and Value Certainty: Aurora
shareholders can immediately capture a significant premium and realize
cash value today while continuing to participate in the future growth of
the combined company through ongoing equity ownership -- the Offer
represents a 45% premium to Aurora's Unaffected Share Price.
-- Even Higher Premium on an Ex-Cash Basis: Based on Aurora's US$109
million of cash and equivalents (or US$1.62 per share) and
assuming dollar-for-dollar value for cash, the Offer implies an
ex-cash premium of 110% to the Unaffected Share Price and an
ex-cash premium of 127% to the July 7, 2026 closing price, the
date Curaleaf sent its initial letter of intent to Aurora.
-- Attractive Implied Valuation Relative to Peers: Based on average
analyst consensus estimates, the Offer implies a CY2026E adjusted
EBITDA multiple of 12.0x, more than 68% higher than the comparable
Canadian peer average of 7.1x, and 58% higher than Aurora's
CY2026E adjusted EBITDA multiple of 7.6x.
-- Aurora's Most Recent Guidance Contemplates a Smaller and Less
Profitable Business: In Aurora's most recent earnings
announcements, Aurora management provided an FY2027 outlook in
which they expect to generate lower revenue and lower adjusted
EBITDA than the year just ended. The Offer provides Aurora
shareholders with an alternative -- ownership in a combined
company with a growing revenue base, positive operating cash flow
and downstream infrastructure that Aurora does not have.
-- Constant Restructuring and Inventory Impairment Charges Presented as
Non-Recurring for Four Consecutive Years: Aurora has had inventory
impairments and "business transformation" costs in each of fiscal 2024,
fiscal 2025, fiscal 2026 and again in the first quarter of fiscal 2027.
Over this period, Aurora has incurred almost C$150 million of
"non-recurring" costs that have been excluded from its adjusted results.
Charges incurred in four consecutive fiscal years are not non-recurring.
-- Aurora Has a Sustained Track Record of Value Destruction: Aurora's
balance sheet as at March 31, 2026 reports share capital of C$7.0 billion
offset by an accumulated deficit of C$6.4 billion. Approximately 72% of
that deficit is the impairment of businesses Aurora has acquired. Between
fiscal 2020 and fiscal 2026 Aurora recognized approximately C$4.65
billion of impairments in continuing operations.
-- Combine with the Global Industry Leader with Continued
Participation: Through the share component of the Offer, Aurora
shareholders would have the opportunity to participate in compelling
industry growth alongside the established and successful track record of
Curaleaf, which maintains a global cultivation footprint more than three
times the size of Aurora and global production capacity almost six times
that of Aurora.
-- Increased Diversification Across the Global Cannabis Value Chain: Given
Curaleaf's extensive global operations, as well as its infrastructure
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