Aurora Cannabis Inc. has responded to Curaleaf Holdings’ proposed takeover bid, saying its board plans to establish a special committee of independent directors to evaluate the offer.
Curaleaf announced Tuesday that it intends to launch an unsolicited bid to acquire all outstanding Aurora shares for implied consideration of $4 per share. The proposal consists of 0.3463 Curaleaf subordinate voting shares and $0.75 in cash for each Aurora share.
Aurora confirmed that Curaleaf previously sent acquisition proposals dated June 23 and July 7. According to Aurora, only the July proposal included financial terms, while neither letter specified the proposed mix of cash and stock.
Aurora also noted that Curaleaf’s latest proposal includes a $5-per-share cap on the value shareholders could receive. The company said Aurora shares traded above that level as recently as December 18, 2025.
“The Proposal was not initiated or solicited by Aurora,” the company said.
Aurora said its board reviewed Curaleaf’s earlier approaches alongside other strategic options and the company’s existing business plans. Aurora highlighted its recently completed acquisition of Safari Flower Company and said it continues to evaluate opportunities to expand its EU-GMP cultivation and manufacturing capacity.
The response also pushed back on Curaleaf’s assertion that Aurora had declined to meaningfully engage.
Aurora said its lead independent director communicated with Curaleaf CEO Boris Jordan, including as recently as July 24. According to Aurora, the company indicated that it was focused on executing its business plan over the short and medium term while leaving open the possibility of further discussions.
Aurora’s board now intends to form a special committee composed of independent directors to review Curaleaf’s proposal and determine what action, if any, is in the best interests of the company and its stakeholders.
Aurora emphasized that no decision has been made and that Curaleaf’s proposal may not ultimately result in a transaction.
Shareholders are being advised that they do not need to take any action at this time.
Curaleaf said earlier Tuesday that the proposed combination would create a global cannabis company approaching a $3 billion market capitalization, pairing Aurora’s cultivation and manufacturing operations with Curaleaf’s international distribution network.
