Curaleaf Holdings has responded to Aurora Cannabis’ formal rejection of its unsolicited takeover bid, arguing that its offer remains the best path forward for Aurora shareholders and accusing the company’s board of relying on arguments contradicted by its own actions.

The response comes after Aurora’s board unanimously recommended that shareholders reject Curaleaf’s offer by taking no action and not tendering their shares.

Curaleaf said its proposal provides Aurora shareholders with a 45% premium compared with the company’s unaffected trading price, while allowing investors to retain exposure to a larger cannabis company with operations across the United States and international markets.

“Aurora’s continued refusal to engage in a meaningful price discussion regarding this transaction is disappointing and shows disregard for the interests of the Company’s own shareholders,” said Curaleaf Chairman and CEO Boris Jordan.

Jordan said Aurora has not presented Curaleaf with a counteroffer and argued that shareholders should be allowed to decide whether the proposed transaction offers greater value than Aurora remaining independent.

Curaleaf also pushed back against Aurora’s emphasis on its debt-free balance sheet, pointing instead to equity issuances that it says have diluted shareholders.

According to Curaleaf, Aurora has raised approximately $398 million through equity issuances since September 2020, resulting in roughly 31% dilution. Curaleaf also noted that Aurora sold shares through its at-the-market program at average prices of $3.57 during fiscal 2026 and $3.09 during the June quarter.

Curaleaf argues those prices undermine Aurora’s assertion that the takeover proposal undervalues the company.

The company also criticized Aurora’s financial outlook, saying Aurora has guided for fiscal 2027 revenue to return to approximately fiscal 2025 levels while adjusted EBITDA is expected to decline from fiscal 2026.

Curaleaf contrasted that outlook with its own financial performance, saying it generated $50 million in operating cash flow and $17 million in free cash flow during the first half of 2026 while investing $33 million in growth.

Aurora has presented a sharply different assessment of the proposed deal, arguing that Curaleaf’s bid significantly undervalues the company and would expose its shareholders to additional debt, governance and financial risks.

Curaleaf rejected those criticisms, saying its larger operating platform, U.S. marijuana market exposure, international operations and potential benefits from additional federal marijuana reforms provide Aurora shareholders with greater long-term opportunities.

“If management’s plan creates greater value than our offer, where is the evidence?” Jordan said. “Aurora’s own guidance points to declining revenue and EBITDA, continued cash burn and further shareholder dilution.”

Curaleaf said it remains ready to engage directly with Aurora’s board regarding the proposal.

“We remain ready and willing to engage constructively with Aurora to discuss this offer at any point,” Jordan said.