Frequently Asked Questions
Why does the Aurora Board believe the Hostile Bid should be rejected?
The Aurora Board, on the unanimous recommendation of the Special Committee, has unanimously concluded that the Hostile Bid is not in the best interests of Aurora or the Aurora Shareholders. The Aurora Board and the Special Committee took into account numerous factors including, but not limited to, the reasons set out below in reaching the Aurora Board’s UNANIMOUS recommendation that Aurora Shareholders REJECT the Hostile Bid by taking no action and NOT TENDER their Aurora Shares to the Hostile Bid:
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The Hostile Bid is inadequate and significantly undervalues Aurora.
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Curaleaf has significant debt and would gain control of Aurora shareholders’ cash without paying fairly.
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The Hostile Bid shifts Curaleaf’s risks onto Aurora shareholders.
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Curaleaf has not fairly disclosed the full downside that shareholders would assume.
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Your shareholder rights could be meaningfully weakened.
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The opportunistic Hostile Bid aims to capture Aurora’s assets at a discount.
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Aurora has a stronger path forward and significant value creation ahead.
See “Reasons for Rejection of the Hostile Bid” on page 12.
What is the Aurora Board doing in response to the Hostile Bid?
The Aurora Board has formed a special committee of its independent directors (the Special Committee), which has been working, together with Aurora’s management and financial and legal advisors, to carefully review and consider the Hostile Bid as well as to consider, review and evaluate strategic and other alternatives. These alternatives include building upon existing value-enhancing initiatives which pre-date the initial approach from Curaleaf, as well as engaging in discussions with third parties regarding strategic alternatives.
Is there an opinion of a financial advisor in support of rejecting the Hostile Bid?
Yes. Aurora's financial advisor, Fort Capital, has delivered a written opinion to the Special Committee and the Aurora Board that, as of the date thereof and based on the assumptions and qualifications set forth therein, the consideration offered under the Hostile Bid is inadequate from a financial point of view to Aurora Shareholders.
Are the directors and officers planning to tender their Aurora Shares?
NO. All members of the Aurora Board and officers of Aurora do NOT intend to tender their Aurora Shares to the Hostile Bid, which the Aurora Board views as offering inadequate consideration to Aurora Shareholders.
See “Intentions of Directors and Officers” on page 38.
What is Curaleaf offering for my Aurora Shares?
Curaleaf has made an unsolicited offer to acquire all of the outstanding Aurora Shares. Under the Hostile Bid, Aurora Shareholders would receive US$0.75 in cash and 0.3463 Curaleaf Shares for each Aurora Share (valued in aggregate at US$4.00 per Aurora Share), subject to a maximum aggregate value of US$5.00 per Aurora Share. The Aurora Board believes this consideration significantly undervalues Aurora and does not reflect the full and fair value of Aurora’s business, assets, growth prospects and strategic opportunities. Accordingly, the Aurora Board, on the unanimous recommendation of the Special Committee, has unanimously concluded that the Hostile Bid is not in the best interests of Aurora or the Aurora Shareholders. The Aurora Board unanimously recommends that shareholders REJECT the Hostile Bid and NOT TENDER their Aurora Shares.
Is this a “hostile” take-over bid?
YES. In a friendly take-over, the two companies work together to come to any agreement that would enhance shareholder value. Curaleaf, however, initiated its offer without the support of Aurora. The Hostile Bid is unsolicited and is being made without the recommendation of the Aurora Board.
Why did Curaleaf launch its offer now?
The Aurora Board believes Curaleaf launched its offer at a time when:
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Aurora is beginning to realize the benefits of its multi-year transformation strategy;
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international growth is accelerating;
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Aurora has a strong balance sheet;
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strategic initiatives remain underway; and
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the relative trading prices between the companies’ shares is near its lowest point from Aurora Shareholders’ perspective in the last twelve months.
The Aurora Board believes Curaleaf is attempting to acquire Aurora before Aurora Shareholders realize the full benefits of these developments.
Should I accept the Hostile Bid?
NO. The Aurora Board, on the unanimous recommendation of the Special Committee, has unanimously concluded that the Hostile Bid is not in the best interests of Aurora or the Aurora Shareholders.
Accordingly, the Aurora Board UNANIMOUSLY recommends that you REJECT the Hostile Bid by taking no action and NOT TENDER your Aurora Shares to the Hostile Bid. The Aurora Board UNANIMOUSLY recommends that any Aurora Shareholder who has tendered its Aurora Shares to the Hostile Bid WITHDRAW those Aurora Shares.
See “Recommendation of the Aurora Board to Aurora Shareholders” on page 11.
Do I have to decide now?
NO. You do not have to take any action at this time. The Hostile Bid is scheduled to expire at 5:00 p.m. (Mountain Time) on December 1, 2026 (i.e., the Expiry Time) and is subject to a number of conditions that have not yet been satisfied. Aurora Shareholders are not required to make an immediate decision. By not tendering, Aurora Shareholders preserve all of their options while the Aurora Board continues to evaluate alternatives and communicate additional information. The Aurora Board recommends that you NOT TAKE ANY ACTION until closer to the Expiry Time of the Hostile Bid to ensure you are able to consider all of the options available to you.
However, to reject the Hostile Bid you need not do anything. If you have already tendered your Aurora Shares to the Hostile Bid and you decide to withdraw these Aurora Shares from the Hostile Bid, you must allow sufficient time to complete the withdrawal process prior to the expiry of the Hostile Bid. For more information on how to withdraw your Aurora Shares or for assistance doing so, you should contact your broker or Kingsdale, the strategic shareholder advisor and information agent retained by Aurora, at the numbers and email listed below.
Could another proposal emerge?
Aurora's Board and Special Committee continue to evaluate strategic alternatives and opportunities to maximize shareholder value. While there can be no assurance that a superior proposal will emerge, the Board believes shareholders should preserve their flexibility while this process continues.
What happens if I do not tender my Aurora Shares? What is the risk of waiting?
You are not required to tender your Aurora Shares. If the Hostile Bid succeeds and Curaleaf acquires a sufficient number of Aurora Shares, applicable corporate and securities laws provide protections for minority shareholders. Depending on the circumstances, Aurora Shareholders who do not tender may have additional rights and options. The Aurora Board believes Aurora Shareholders should not tender at this time and should preserve their flexibility while strategic alternatives continue to be evaluated.
The offer is inadequate, Aurora Shareholders lose nothing by waiting, and there is no reason to tender today.
What should I do if I am contacted by Curaleaf or its representatives?
You may be contacted by Curaleaf or its representatives and encouraged to tender your Aurora Shares. The Aurora Board recommends that shareholders carefully review this Directors’ Circular and TAKE NO ACTION. Do not sign or return any documents relating to the Hostile Bid unless and until you have carefully considered all available information and alternatives.
My broker or financial advisor recommended that I tender. What should I do?
The Aurora Board, on the unanimous recommendation of the Special Committee, has unanimously concluded that the Hostile Bid is not in the best interests of Aurora or the Aurora Shareholders. The Aurora Board unanimously recommends that Aurora Shareholders REJECT the Hostile Bid and NOT TENDER their Aurora Shares. Aurora Shareholders should carefully review the information contained in this Directors’ Circular and consider all available alternatives before making any decision regarding the Hostile Bid.
What would I be giving up if I tender my Aurora Shares?
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Ownership in a leading global medical cannabis platform.
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Participation in Aurora's international growth strategy.
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Exposure to potential value from strategic alternatives currently under evaluation.
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The ability to benefit from any superior proposal that may emerge.
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Future value creation from Aurora's investments in EU-GMP cultivation, manufacturing and distribution capabilities.
If Curaleaf believes Aurora is valuable enough to acquire, why isn't it willing to pay a higher price?
Curaleaf's decision to pursue Aurora confirms the strategic value of Aurora's leading global medical cannabis platform, international growth opportunities, EU-GMP production capabilities and strong balance sheet. However, the Hostile Bid seeks to acquire these assets at a price that the Aurora Board believes is significantly below their intrinsic value. The Aurora Board believes Aurora Shareholders should not transfer the future benefits of these assets to Curaleaf without receiving full and fair compensation.
How does the Hostile Bid compare to recent transactions in the cannabis sector?
The Aurora Board believes the Hostile Bid significantly undervalues Aurora compared with recent transactions involving licensed producers and compared with valuation multiples commonly used to assess cannabis companies. The Aurora Board believes the Hostile Bid fails to provide an appropriate change of control premium and does not adequately compensate Aurora Shareholders for Aurora’s strategic position, growth prospects, international platform and market leadership. Aurora Shareholders should review the detailed financial analysis included in this Directors’ Circular.
Why is Aurora's cash balance important?
Aurora has built a strong balance sheet that provides flexibility to invest in growth opportunities, pursue strategic initiatives and navigate changing market conditions. The Aurora Board believes the Hostile Bid does not appropriately recognize the value of Aurora's cash position and financial strength.
Does the Hostile Bid adequately compensate Aurora Shareholders for expected synergies?
No. Curaleaf has publicly identified significant expected synergies from combining the two companies. The Aurora Board believes the Hostile Bid does not adequately compensate Aurora Shareholders for the value of those expected benefits and instead allows most of those benefits to accrue to Curaleaf shareholders.
Why is the US$5.00 per Aurora Share cap important?
The Hostile Bid provides Aurora Shareholders with downside exposure to movements in Curaleaf’s share price while limiting their ability to participate in upside above the US$5.00 per Aurora Share cap. The Aurora Board believes this structure is fundamentally asymmetrical because Aurora Shareholders bear significant market risk but do not receive the full benefit of future increases in Curaleaf’s share price above the cap.
Why is the Aurora Board concerned about receiving Curaleaf Shares as part of the consideration?
Approximately 80% of the stated value of the Hostile Bid is represented by Curaleaf Shares rather than cash. As a result, Aurora shareholders who tender their shares would exchange ownership in Aurora for a minority ownership interest in Curaleaf and become exposed to risks associated with Curaleaf's business, financial condition, share price performance, debt levels, governance structure, regulatory environment and other factors.
The Aurora Board believes shareholders should carefully consider, among other things:
Share Price Risk: Approximately 80% of the stated value of the Hostile Bid is represented by Curaleaf Shares. The value ultimately received by Aurora shareholders will fluctuate with Curaleaf's share price, exposing shareholders to potential downside risk.
Limited Upside Participation: While Aurora shareholders would remain fully exposed to declines in Curaleaf's share price, the Hostile Bid includes a US$5.00 per Aurora Share cap that limits their ability to benefit from increases in Curaleaf's share price above that level. The Aurora Board believes this creates an asymmetrical risk profile.
Financial Leverage: Curaleaf carries significant debt. As of June 30, 2026, Curaleaf reported approximately US$1.1 billion of debt and US$107 million of cash, compared to Aurora's positive net cash position. The Aurora Board believes this exposes shareholders to risks associated with a leveraged balance sheet and higher financing costs.
Regulatory and Tax Risks: Curaleaf's business is subject to U.S. cannabis regulatory developments and it has disclosed a significant uncertain tax liability related to its interpretation of Section 280E of the U.S. Internal Revenue Code. Curaleaf has also disclosed that it is currently under audit by the IRS.
Governance Risks: Curaleaf's Chairman and Chief Executive Officer, Boris Jordan, controls a majority of the voting power through multi-voting shares despite holding a significantly smaller economic interest. Following completion of the Hostile Bid, Aurora shareholders would hold only a small percentage of the voting rights of the combined company.
Loss of Exposure to Aurora's Stand-Alone Value Creation: By tendering their Aurora Shares, Aurora Shareholders would give up the opportunity to participate in Aurora's future growth, international expansion, strategic initiatives and any superior alternative transaction that may emerge.
For these reasons, the Aurora Board believes Aurora Shareholders should carefully evaluate the risks of exchanging their ownership in Aurora for a minority interest in Curaleaf and, on the unanimous recommendation of the Special Committee, unanimously recommends that Aurora Shareholders REJECT the Hostile Bid and NOT TENDER their Aurora Shares.
What happens if Curaleaf's share price declines after I tender my Aurora Shares?
The value of the Hostile Bid fluctuates with Curaleaf's share price. If Curaleaf's share price declines before completion of the offer, the value received by Aurora Shareholders may also decline. The Aurora Board believes this exposes Aurora Shareholders to significant downside risk.
Should I accept the Hostile Bid?
NO. The Aurora Board, on the unanimous recommendation of the Special Committee, has unanimously concluded that the Hostile Bid is not in the best interests of Aurora or the Aurora Shareholders.
Accordingly, the Aurora Board UNANIMOUSLY recommends that you REJECT the Hostile Bid by taking no action and NOT TENDER your Aurora Shares to the Hostile Bid. The Aurora Board UNANIMOUSLY recommends that any Aurora Shareholder who has tendered its Aurora Shares to the Hostile Bid WITHDRAW those Aurora Shares.
See “Recommendation of the Aurora Board to Aurora Shareholders” on page [l].
Can I withdraw my Aurora Shares if I have already tendered?
YES. If you have already tendered your Aurora Shares to the Hostile Bid, you can withdraw them at any time before your Aurora Shares have been taken up and paid for by Curaleaf pursuant to the Hostile Bid.
If you have already tendered your Aurora Shares to the Hostile Bid, we recommend you withdraw your Aurora Shares from the Hostile Bid. We recommend you contact your broker or dealer, or Kingsdale, Aurora’s strategic shareholder advisor and information agent, for assistance with withdrawing your Aurora Shares from the Hostile Bid.
See “How to Withdraw Deposited Shares” on page [l].
Why is Aurora's international business important?
Aurora has spent years building a leading global medical cannabis platform, including significant investments in EU-GMP cultivation, manufacturing and distribution capabilities. The Aurora Board believes these assets position Aurora to benefit from growing international medical cannabis demand and that the Hostile Bid fails to appropriately recognize their value.
Who do I ask if I have more questions?
The Aurora Board recommends that you read the information contained in this Directors’ Circular. Please contact Kingsdale, Aurora’s strategic shareholder advisor and information agent, with any questions or requests for assistance that you might have:
Kingsdale Advisors
Strategic Advisor and Information Agent
📞 Toll-Free (North America): 1-800-749-9052
📱 Call or Text: 416-623-4172
✉️ Email: contactus@kingsdaleadvisors.com