“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.”
Miguel Martin, Executive Chairman & CEO, Aurora.
Why Aurora Shareholders Should Take No Action and Reject Curaleaf’s Hostile Bid
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 advisor dated September 1, 2026, the full text of which is included in the circular.
Curaleaf has over $1 billion in debt¹ and would gain control of Aurora shareholders’ cash without paying fairly.
Aurora is debt-free and has approximately $149 million in cash² – 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.
¹ “Debt” refers to indebtedness, financial obligations and lease liabilities as of June 30, 2026, as filed in the financial statements of Curaleaf Holdings Inc. on August 5, 2026, which can be found on Sedar+, EDGAR and Curaleaf’s website.
² “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.
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.
