Curaleaf Holdings is firing back at Aurora Cannabis following Aurora’s public rejection of claims made in support of Curaleaf’s hostile takeover bid, accusing the company of highlighting selective statistics while failing to address years of lost shareholder value.
The response, released Monday, marks the latest escalation in an increasingly contentious battle between two of the world’s largest marijuana companies.
“Aurora’s hollow protests and completely misleading statistics change nothing about reality: if its multi-year turnaround strategy were delivering the value management claims, the company’s valuation would reflect it,” Curaleaf said. “Aurora has repeatedly failed to demonstrate both a credible plan and the ability to execute, resulting in significant lost shareholder value.”
Curaleaf is offering Aurora shareholders 0.3463 of a Curaleaf subordinate voting share and $0.75 in cash for each Aurora share. The proposal had an implied value of approximately $4 per share when announced.
Aurora has urged shareholders to take no action, arguing that the unsolicited bid undervalues the company and is based on an incomplete understanding of its international medical marijuana business, cultivation capabilities and recent financial progress.
Earlier Monday, Aurora accused Curaleaf of making inaccurate statements to support an attempt to acquire its European Union Good Manufacturing Practice-certified production facilities and international medical marijuana footprint “at the lowest price possible.”
Curaleaf rejected that characterization, maintaining that its offer provides Aurora shareholders with a substantial premium and an opportunity to own part of a larger international marijuana company.
“Curaleaf is ready to deliver value to Aurora shareholders, as it has for Curaleaf’s shareholders,” the company said. “The market has spoken. Aurora shareholders have waited long enough. They deserve results and they deserve value now.”
The two companies also offered sharply different descriptions of the communications that preceded the hostile bid.
Aurora has said it remained open to constructive engagement and disputed Curaleaf’s claim that it refused to meaningfully discuss a potential transaction.
Curaleaf countered Monday that the companies have “not had a single conversation on the substance of a deal.” It said Aurora refused to sign a nondisclosure agreement and rejected a proposed site visit.
“Our bid is based on the latest numbers that were published on August 5, 2026, which is what we and the market are aware of,” Curaleaf said. “If Aurora has better information, we welcome the opportunity to review it.”
Curaleaf said it remains willing to meet with Aurora at any time to discuss a potential agreement.
Aurora has pointed to a 17% year-over-year increase in international medical marijuana revenue as evidence that its global strategy is producing results. It has also defended the strength of its German operations and said its international business remains a central driver of future growth.
Curaleaf argued that the 17% figure does not provide a complete picture of Aurora’s recent performance.
According to Curaleaf, Aurora’s international revenue during the quarter ending in June was approximately 5 million Canadian dollars lower than it had been three months earlier. The company also claimed Aurora’s adjusted earnings before interest, taxes, depreciation and amortization declined by 63% from the March quarter.
Curaleaf said Aurora’s June-quarter calculation included approximately CA$5.1 million in adjustments associated with business transformation costs. Without those adjustments, Curaleaf argued, Aurora’s adjusted EBITDA would have been “meaningfully negative.” It also pointed to negative operating cash flow of CA$4.4 million.
Aurora, however, has maintained that Curaleaf is misrepresenting its performance by selectively comparing sequential quarters while ignoring year-over-year international growth and other improvements.
The companies are also publicly clashing over cultivation productivity.
Curaleaf said its offer relied on an Aurora figure of 114 grams per plant drawn from the company’s audited fiscal 2026 financial statements. Curaleaf claims its cultivation yields are more than twice that amount.
Aurora said Curaleaf’s analysis was inaccurate and relied on incomparable figures, including the use of outdated or selectively chosen facility data. Aurora argued that Curaleaf’s public assertions fail to account for differences among production facilities, marijuana strains and cultivation methods.
Curaleaf maintained Monday that it used the latest audited information available.
“If there is better information available, shareholders deserve to see it,” the company said.
Curaleaf also highlighted the companies’ stock performances during the year preceding its bid.
According to Curaleaf, Aurora shares declined by approximately 35% during the year ending August 10, while Curaleaf shares increased by approximately 56%. Curaleaf also cited more than CA$400 million in inventory impairments and business transformation costs recorded by Aurora under its current leadership.
The company further argued that Aurora’s fiscal 2027 outlook anticipates lower revenue and profitability. Curaleaf said Aurora is projecting revenue approaching fiscal 2025 levels, adjusted gross margins declining from approximately 64% to the mid-to-high 50% range and lower adjusted EBITDA.
“These are not the characteristics of a business delivering the value creation management claims,” Curaleaf said.
Aurora has framed its restructuring and cost reductions as part of a broader turnaround that has strengthened the company’s balance sheet and positioned it for growth in international medical markets.
Curaleaf said Aurora’s stock increased materially following the takeover announcement and has traded near the proposal’s implied value, which it argues demonstrates that investors recognize the offer’s potential benefits.
Aurora has said that argument ignores the company’s standalone value and the future growth Curaleaf shareholders would receive through the proposed stock component of the transaction.
Because Aurora’s board has not endorsed the offer, Curaleaf is appealing directly to shareholders. The bid will remain open for at least 105 days from its launch unless it is extended or withdrawn.
Aurora’s board and special committee are reviewing the proposal and have advised shareholders not to tender their shares until a formal recommendation is issued.
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