Curaleaf Holdings, Inc. filed a Form 8-K on September 8, 2026, to release a fact sheet addressing what it describes as inaccurate and misleading statements made by Aurora Cannabis Inc. regarding Curaleaf's proposal to acquire Aurora. The filing indicates that Curaleaf believes shareholders deserve the facts to evaluate the offer against Aurora's standalone plan.
The fact sheet outlines a series of rebuttals to Aurora's public statements. Curaleaf argues that its offer represents a 45% premium, which it notes is among the higher premiums in Canadian M&A of the past decade. The company states that excluding cash on Aurora's balance sheet, the offer represents a 110% premium. Curaleaf contrasts this with Aurora's financial performance, citing approximately C$5 billion in impairments and C$130 million in business transformation costs over six years, as well as negative operating cash flow of more than C$480 million since fiscal year 2021.
Curaleaf also addressed Aurora's claims regarding its own strategy. The company notes that Aurora's own guidance projects fiscal 2027 revenue to decline to fiscal 2025 levels and adjusted EBITDA to be lower than the prior year. Additionally, Curaleaf highlighted that Aurora has accelerated share issuances through its At-the-Market (ATM) program at prices materially below the value implied by Curaleaf's bid since the proposal was made.
Regarding the structure of the offer, Curaleaf defends the US$5.00 cap, stating it represents an implied premium within the 92nd percentile of Canadian M&A premiums over the last 10 years. The company also addressed governance concerns, noting that Curaleaf insiders have invested nearly US$500 million alongside shareholders, compared to Aurora's insider ownership of approximately 20% versus Curaleaf's approximately 1%.
Curaleaf asserts that its exposure to the U.S. market is an advantage rather than a risk, noting that U.S. cannabis regulation has been moving toward greater normalization. The company also stated that its advisor disagrees with Aurora's assessment that Curaleaf's shares are overvalued, noting that the advisor considers the trading price of Curaleaf shares a proxy for their underlying value.
