Curaleaf Holdings, Inc. issued a press release on September 2, 2026, responding to a circular from rival Aurora Cannabis Inc. The filing details Curaleaf's defense of its proposed acquisition of Aurora, arguing that the offer provides a significant premium and superior business fundamentals compared to Aurora's current trajectory.

Curaleaf stated that its offer represents a 45% premium to Aurora's unaffected trading price, which is among the 63rd percentile of Canadian M&A premiums paid over the last 10 years. Excluding cash, the premium is 110%. The offer includes a $5.00 cap, which Curaleaf notes represents an 82% premium to Aurora's 30-day volume-weighted average price on the unaffected date of August 10, 2026.

The filing counters Aurora's claims regarding its balance sheet and valuation. Curaleaf highlighted that since September 2020, Aurora has raised approximately $398 million through dilutive equity issuances, diluting shareholders by about 31%. The filing also noted that Aurora's Board approved dilutive share issuances at average prices of US$3.57 during fiscal 2026 and US$3.09 during the June quarter, prices materially below the Curaleaf offer.

Curaleaf criticized Aurora's business outlook, citing management's guidance for fiscal 2027 revenue to return to approximately fiscal 2025 levels and adjusted EBITDA expected to decline precipitously from fiscal 2026. In contrast, Curaleaf reported $157 million of operating cash flow over the last twelve months and generated $50 million in operating cash flow and $17 million in free cash flow during the first half of 2026.

Curaleaf also addressed its own capital structure, noting that it successfully raised US$500 million of senior secured notes from institutional investors. The company stated that its uncertain tax position (UTP) balance is one of the lowest relative to its total enterprise value among U.S. cannabis peers.

Boris Jordan, Chairman and Chief Executive Officer of Curaleaf, stated that Aurora's refusal to engage in a meaningful price discussion is disappointing and shows disregard for the interests of shareholders. He reiterated that the Curaleaf offer represents the most compelling path forward for Aurora shareholders.