Proposed Offer reflects a 45% premium to Aurora's 30-day VWAP and a 110% premium to Aurora's 30-day VWAP excluding balance sheet cash
Provides Aurora shareholders with the opportunity to become owners of the premier global cannabis platform and participate in the significant long-term upside of the combined company
Combines Aurora's EU-GMP cultivation and manufacturing capacity with Curaleaf's EU-GMP processing capabilities and international distribution platform to immediately enhance combined margins and accelerate patient access across Europe, Canada, Australia, and New Zealand
Urges Aurora's Board to engage in good-faith discussions regarding the proposed transaction
STAMFORD, Conn., Aug. 11, 2026 /CNW/ -- Curaleaf Holdings, Inc. (TSX:CURA) (OTCQX:CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announces its intention to make an offer (the "Offer") to purchase all of the issued and outstanding common shares (the "Aurora Shares") of Aurora Cannabis Inc. (NASDAQ:ACB) (TSX:ACB) ("Aurora") for consideration consisting of subordinate voting shares of Curaleaf (the "Curaleaf Shares") and cash.
The Offer will provide Aurora shareholders with total implied consideration of US$4.00 per share, comprised of 0.3463 Curaleaf Shares (the "Share Consideration"), plus US$0.75 cash (the "Cash Consideration", and collectively with the Share Consideration, the "Offer Consideration"), for each Aurora Share. Based on Aurora's 30-day Volume Weighted Average Price ("VWAP") of US$2.75, the Offer Consideration implies a premium of 45% over the 30-day VWAP. Excluding the value of the cash and cash equivalents that Aurora has on its balance sheet, the Offer represents a premium of 110% premium to Aurora's 30-day VWAP.
In the event of a substantial rise in the trading price of Curaleaf Shares before take-up under the Offer, the value of the Offer Consideration offered for each Aurora Share will be subject to a cap of US$5.00 (based on the 20-day VWAP of Curaleaf Shares, the "Cap Price"). In such case, Curaleaf will adjust the number of Curaleaf Shares offered as consideration in the Offer, such that the Offer Consideration for each Aurora Share is equal to the Cap Price. This Cap Price would represent a premium of 82% over the 30-day VWAP and a 197% premium above 30-day VWAP excluding the value of the cash and cash equivalents that Aurora has on its balance sheet.
No formal take-over bid has been commenced and there is no assurance the proposed offer will ultimately be made.
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