[PRESS RELEASE] - EDMONTON, Alberta, Oct. 14, 2026 – Aurora Cannabis Inc., the Canadian-based leading global medical cannabis company, reconfirms that its board of directors, on the unanimous recommendation of a special committee of independent, unanimously recommends that shareholders reject the hostile offer by Curaleaf Holdings Inc. for all of the issued and outstanding common shares of the company, as revised in the Notice of Variation, Change and Extension filed by Curaleaf on Oct. 6, 2026 (the "hostile bid").
"Curaleaf's revised offer still does not reflect the value of the company Aurora shareholders own today,” Aurora Executive Chairman and CEO Miguel Martin said. “Aurora is debt-free with a strong cash position, and we believe the revised hostile bid continues to ask shareholders to give up that strength, and their future upside, at a discount.
"At the same time, our special committee is carefully evaluating strategic alternatives with the goal of delivering greater value for Aurora shareholders. Curaleaf's offer remains open until Dec. 4, 2026, so we believe shareholders gain nothing by tendering now, and tendering early could undermine the opportunity for a superior outcome. We urge shareholders to keep their options open, reject the revised hostile bid and take no action until they can consider all the alternatives available to them.”
The board's determination follows careful consideration of, among other things, advice from its financial and legal advisers, including an updated inadequacy opinion from its financial adviser and the unanimous recommendation of the special committee. To reject the revised hostile Bid, simply take no action. Shareholders who have tendered their Aurora shares and wish to withdraw are advised to contact their broker or contact Kingsdale Advisors to assist with this process.
A notice of change to directors' circular (the "notice of change") providing the full details concerning the board's recommendation, including the reasons to reject the revised hostile bid and additional details in respect of the ongoing strategic alternatives process, will be made available on the company's special website at www.ProtectAurora.com, on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov. The principal reasons for the board's recommendation to reject the revised hostile bid will be detailed in the notice of change and include:
- The revised hostile bid remains inadequate and significantly undervalues Aurora on several measures. The board and special committee have received an updated fairness opinion from their financial adviser confirming that the revised consideration is inadequate, from a financial point of view, to Aurora shareholders.
- Curaleaf continues to propose to use Aurora shareholders' own cash to acquire control of Aurora without paying fairly. A significant portion of the cash consideration would, in effect, be funded by the Aurora shareholders' own cash through Aurora's balance sheet.
- Aurora shareholders bear the risk. The increase in consideration consists principally of Curaleaf shares at an inflated valuation; Aurora shareholders would remain fully exposed to any decline in the Curaleaf share price.
- The hostile bid remains opportunistic. It seeks to acquire Aurora's assets at a discount and does not reflect the longer-term earning power of Aurora's global business.
- Curaleaf has not adequately supported its estimated synergies. Even if the synergies were realized, substantially all of the benefit would accrue to Curaleaf's existing shareholders and not Aurora shareholders.
- Superior proposals or other alternatives may emerge from Aurora's ongoing strategic review process. Aurora shareholders are encouraged to wait for the results of that process. Tendering into the hostile bid could negatively affect the possibility of a superior alternative being available for Aurora shareholders to consider.
Update on Strategic Alternatives Process
The special committee, with the assistance of its and the company's financial and legal advisers, is actively exploring a range of alternatives to the revised hostile bid that may offer shareholders greater value than the revised hostile bid. These alternatives include, among other things, a possible transaction with one or more third parties or remaining independent and pursuing Aurora's existing strategy as a stand-alone entity.
The special committee, through the company's financial adviser, has solicited a number of parties to ascertain their interest in Aurora. Aurora has entered into confidentiality and standstill agreements with multiple parties, each of whom has been examining information relating to Aurora. Aurora has had numerous discussions with these parties. As this process is ongoing, it is not possible at this time to predict with certainty what alternatives (if any) may emerge from this process. There can be no assurance that the process will result in a transaction. However, shareholders should not tender their shares until the process is completed.
The board and the special committee believe that it is in the best interests of Aurora and its shareholders for there to be sufficient time to permit strategic alternatives that may be available to Aurora to emerge, and for the special committee to review and evaluate such potential alternatives. After the special committee and the board have had the opportunity to explore, pursue and evaluate alternatives, the board intends to provide a further recommendation to shareholders. Tendering into the revised hostile bid prematurely could negatively affect the possibility of a superior alternative being available for shareholders to consider.
Shareholder Assistance
Aurora shareholders with questions about the revised hostile bid or who would like to stay informed may contact Kingsdale Advisors, the company's strategic adviser and information agent:
- Toll-Free (within North America): 1-800-749-9052
- Call or Text: 416-623-4172
- Email: [email protected]
- Visit www.ProtectAurora.com
