Curaleaf Raises Aurora Cannabis Bid 25% to $5 Per Share, Adds More Cash

By Nicolás Rodríguez, Managing Editor

Curaleaf Holdings (TSX: CURA) (OTCQX: CURLF) announced on October 5 that it plans to increase its offer for Aurora Cannabis to an implied US$5 per share, raise the cash component, and extend the proposed deadline to December 4.

Under the revised terms, Aurora shareholders would receive 0.4013 Curaleaf subordinate voting shares plus US$1 in cash for each Aurora share. Curaleaf said the implied value is based on its October 2 closing share price and the exchange rate specified in the announcement.

The proposal increases the stated implied consideration by 25%, the cash payment by 33% and the maximum consideration from US$5 to US$6 per Aurora share.

More Cash, but Most of the Consideration Remains Stock

The US$1 cash payment represents approximately 20% of the revised offer’s US$5 implied value. The remainder consists of Curaleaf shares, meaning the value Aurora shareholders would receive remains exposed to changes in Curaleaf’s share price.

The US$6 cap is the proposed maximum consideration, rather than the offer’s current implied value.

Retail investors evaluating the proposal therefore have two separate figures to consider: the value calculated using Curaleaf’s October 2 closing price and the ceiling established by the amended terms.

Jordan Presses for Access to Due Diligence

Curaleaf said it developed the enhanced proposal using publicly available information and continues to seek access to a formal due diligence process.

Chairman and CEO Boris Jordan said conversations with Aurora shareholders helped shape the increase. According to Jordan, the shareholders Curaleaf met supported the strategic rationale for combining the companies. The announcement did not quantify that group’s holdings or disclose tender commitments.

“This increased offer reflects careful consideration and shareholder input, demonstrating our continued commitment to reaching a successful outcome,” Jordan said.

He also criticized Aurora’s handling of the process.

“Importantly, we are enhancing our proposal despite Aurora’s refusal to engage and provide access to customary due diligence,” Jordan said.

Jordan added that if Aurora is giving other parties access to diligence, shareholders deserve a process that includes Curaleaf. That statement was conditional; the release did not establish that another bidder has received access.

Curaleaf Projects at Least $40 Million in Annual Cost Savings

Curaleaf said a combination would bring together operations across 17 countries, with more than US$1.5 billion in revenue and nearly US$350 million in adjusted EBITDA over the last 12 months.

The company also projects at least US$40 million in annual cost synergies and a combined pro forma market capitalization exceeding US$3 billion.

Those figures support Curaleaf’s case for the transaction. The projected savings depend on completing the acquisition and integrating the businesses.

Curaleaf argues that Aurora shareholders would retain exposure to Aurora’s international operations while gaining ownership in Curaleaf’s U.S. business. It also contends that greater scale and liquidity would lower the combined company’s cost of capital.

Proposed Deadline Moves to December 4

Curaleaf said it expects to promptly file a notice amending the offer materials with Canadian securities regulators, along with a new Form F-80 registration statement with the U.S. Securities and Exchange Commission.

The amendments would extend the deadline from 5 p.m. Mountain Time on December 1 to 11:59 p.m. Mountain Time on December 4, 2026.

Curaleaf also said it would include pro forma financial statements that Aurora has requested, while maintaining that it does not believe those statements are required.

The announcement sets out the proposed changes. The amended offer documents will provide the terms shareholders need to evaluate the revised bid.