Aurora Cannabis Urges Shareholders to Reject Curaleaf's Hostile Bid

The company is warning that the Curaleaf bid is inadequate, undervalues Aurora, and puts shareholder value and future upside at risk.

Aurora Cannabis Inc.

Posted by CBT Staff

September 2, 2026

Curaleaf's hostile and opportunistic bid significantly undervalues Aurora, and aims to capture Aurora's assets at a discount
Aurora is debt-free and holds $149 million in cash¹, Curaleaf carries over $1 billion in debt², Aurora shareholders' own cash should not be used to help fix Curaleaf's balance sheet
The hostile bid exposes Aurora shareholders to significant risks not fairly disclosed and could meaningfully weaken shareholder rights
Aurora's transformation into a global, high-margin medical cannabis leader is delivering results, and the board believes significant value creation lies ahead
Aurora files directors' circular, unanimously recommending shareholders reject Curaleaf's hostile bid by taking no action and not tendering their shares
To keep current with and obtain information about the hostile bid, visit www.ProtectAurora.com

[PRESS RELEASE] – EDMONTON, Alberta, Sept. 2, 2026 – Aurora Cannabis Inc., the leading Canadian-based global medical cannabis company, urged shareholders to reject the unsolicited takeover bid from Curaleaf Holdings Inc., warning that the hostile bid would put Aurora shareholders' value and future upside at risk.

Following a comprehensive review by Aurora's board of directors, on the unanimous recommendation of a special committee comprised of independent directors, and after receiving external advice from financial and legal advisers, the board unanimously concluded that the hostile bid is not in the best interests of Aurora or Aurora shareholders.

The board unanimously recommends that Aurora shareholders reject the hostile bid by taking no action and not tendering their shares.

The board unanimously recommends that any Aurora shareholders who have tendered their shares to the hostile bid withdraw those shares.

"This transaction would be harmful to Aurora shareholders as the hostile bid is inadequate," Aurora Executive Chairman and CEO Miguel Martin said. "Curaleaf has over a $1 billion in debt and is asking shareholders to give up ownership of a stronger, debt-free and growing global medical cannabis company in exchange for an offer with intentionally limited upside that does not reflect Aurora's fundamental value, exposes shareholders to Curaleaf's risks and would leave shareholders with limited voting influence in a combined company.

"Shareholders of Aurora should understand plainly: Curaleaf is not offering you fair value for your shares, and your cash, your rights and your future upside are at stake. Curaleaf is attempting to use Aurora shareholders' own cash to help finance this bid, acquire Aurora's assets at a discount and shift material risks onto our shareholders. The board strongly and unanimously recommends that shareholders reject the offer by taking no action and do not tender their shares. Aurora has been built for the long-term and staying with our company is the right decision."

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¹ "Cash" refers to cash, restricted cash. short term investments and cash equivalents as of June 30, 2026, as filed in our financial statements on August 5,2026 which can be found on Sedar+, EDGAR and Aurora's website.

² "Debt" refers to indebtedness, financial obligations and lease liabilities as of June 30, 2026, as filed in Curaleaf Holdings Inc financial statements on August 5, 2026, which can be found on Sedar+, EDGAR and Curaleaf's website.

Following the announcement of the hostile bid , independent equity research analysts shared their view that the hostile bid undervalues Aurora, including:

"We believe the bid undervalues Aurora and does not adequately reflect its medical cannabis leadership, balance sheet flexibility, international expertise or long-term growth potential." TD Securities Inc. – Canada August 2026

Why the Hostile Bid Is Harmful to Aurora Shareholders

The hostile bid is inadequate and significantly undervalues Aurora. The hostile bid values Aurora at a significant discount compared to other cannabis companies and does not provide shareholders with a meaningful change of control premium relative to the full value of our business. Curaleaf's stated premium is based on a calculation that Aurora believes makes the hostile bid look better than the value shareholders would actually receive, a concern also raised by independent analyst commentary. The special committee and the board received a written opinion from their financial adviser dated Sept. 1, 2026, the full text of which is included in the circular.
Curaleaf has over $1 billion in debt² and would gain control of Aurora shareholders' cash without paying fairly. Aurora is debt-free and has approximately $149 million in cash¹ – cash that belongs to its shareholders. Under the hostile bid, shareholders would receive only a portion of that value, while Curaleaf would gain control of the remaining funds upon closing. In effect, Curaleaf's hostile bid is proposing to use Aurora shareholders' own cash to help fix their balance sheet and acquire Aurora's assets at a discount.
The Hostile Bid shifts Curaleaf's risks onto Aurora shareholders. Instead of owning a debt-free company with cash on hand, Aurora shareholders would receive Curaleaf shares that may be harder to trade and could fluctuate in value before and after the bid closes. Shareholders would also be exposed to Curaleaf's share price volatility, high-cost debt, tax uncertainties, regulatory risks, weak governance structure, limited liquidity and lack of a U.S. national securities exchange listing for Curaleaf shares, further impacting U.S.-based Aurora shareholders.
Curaleaf has not fairly disclosed the full downside that shareholders would assume. The hostile bid asks Aurora shareholders to accept shares in a company with material financial, regulatory, tax and governance risks, while Curaleaf's messaging focuses on headline premiums that do not reflect the value of Aurora's cash, or the underlying value to be generated by our proven strategy and future growth opportunities.
Your shareholder rights could be meaningfully weakened. Under Curaleaf's ownership structure, Aurora shareholders would exchange independent ownership for a small minority stake in a company where voting control is concentrated through multi-voting shares. Based on the exchange ratio, Aurora shareholders would own approximately 7.7% of the combined company but hold only approximately 3.2% of the votes, leaving them with limited influence over the company they would partly own.
The opportunistic hostile bid aims to capture Aurora's assets at a discount. Aurora has spent years building a differentiated global medical cannabis platform, including EU-GMP manufacturing capabilities, regulatory expertise and leadership in high-margin international medical markets. Curaleaf is seeking to acquire those assets before Aurora shareholders receive the full value of their investment. This benefits Curaleaf's shareholders at the expense of Aurora's shareholders.
Aurora has a stronger path forward and significant value creation ahead. Aurora's board and management team continue to execute the company's strategy, pursue value-enhancing opportunities and evaluate alternatives that are in the best interests of shareholders. Shareholders should not tender into a hostile bid that undervalues Aurora, weakens their rights and transfers value disproportionately to Curaleaf.

Aurora's Standalone Plan Offers Superior Value

Over the past several years, Aurora has purposefully transformed into a focused global medical cannabis company, exiting lower-margin businesses, proactively expanding EU-GMP cultivation and manufacturing capacity, and developing an international growth platform that is difficult and expensive to replicate. That strategy is delivering results, including record international revenue and industry-leading margins, and the board believes the greatest value from this transformation still lies ahead.

A valuable and effective global platform: Aurora has one of the world's largest indoor EU-GMP manufacturing networks, with the regulatory expertise and international footprint that have taken years to build. As EU-GMP standards tighten and global patient demand grows, companies that grow their own EU-GMP supply will hold the advantage. Aurora is strategically positioned to capitalize on and maximize the growing, profitable global cannabis opportunities.
A strong, flexible balance sheet: Aurora is debt-free with cash on hand, giving it the flexibility to continue investing in high-margin growth, including its recently announced accretive acquisitions expanding its U.K. medical cannabis presence.
A clear path forward: The board and management continue to execute Aurora's strategic plan and are actively evaluating additional opportunities to continue building long-term shareholder value, including potential alternatives to the hostile bid .

For further detailed reasons for rejection of the hostile bid, refer to our directors' circular that can be accessed here, on Aurora's website or as filed on Sedar+ and EDGAR.

Shareholders who have already tendered their shares and wish to withdraw them should contact their broker or Kingsdale Advisors promptly for assistance.

Shareholders with questions about the hostile bid or who would like to receive ongoing updates may contact Kingsdale Advisors, Aurora's strategic adviser and information agent.

Kingsdale Advisors