Aurora Cannabis has officially scheduled a special shareholder meeting for December 23, when investors are expected to vote on the company’s proposed C$561 million acquisition by Organigram Global, according to a new filing with the U.S. Securities and Exchange Commission (SEC).
The filing, submitted today and signed by Aurora CEO Miguel Martin, confirms that the meeting will be held virtually. November 18 has been established as the record date, meaning shareholders who own eligible shares as of that date will be entitled to vote.
The announcement establishes a firm meeting date for one of the marijuana industry’s largest pending acquisitions, which was first announced November 3 following months of competing takeover proposals involving Curaleaf Holdings.
Under the agreement, Organigram will acquire all outstanding Aurora shares in a transaction valued at approximately C$561 million (US$398 million), or C$7.80 per share. Shareholders will have the option to receive cash, Organigram shares or a combination of both, subject to limits and proportional adjustments.
Specifically, shareholders may choose C$7.80 in cash, 5.8626 Organigram shares, or a combination of C$3.75 in cash and 3.0431 Organigram shares for each Aurora share they own.
The agreement has already received unanimous approval from both companies’ boards of directors but requires additional shareholder and regulatory approvals before it can be completed.
Under the transaction terms, at least two-thirds of votes cast by Aurora shareholders at the special meeting must support the acquisition. The transaction also requires approval from a simple majority of votes cast after excluding certain shareholders under Canadian securities rules.
Organigram shareholders must separately approve the issuance of shares associated with the acquisition and its financing arrangements. Although both companies previously indicated they expected to hold shareholder meetings in December, Aurora’s latest filing provides a specific date for its vote.
The December 23 meeting comes amid an ongoing takeover contest involving Curaleaf, which previously offered to acquire Aurora through an unsolicited proposal that was subsequently increased in October.
Curaleaf’s revised offer provides US$1 in cash and 0.4013 Curaleaf shares for each Aurora share, with an implied value of US$5 per share when announced. The offer is currently scheduled to expire December 4 unless extended, amended or withdrawn.
Aurora’s board has unanimously rejected Curaleaf’s proposal and recommended that shareholders support the Organigram transaction instead. When announced, Organigram’s agreement represented a 93% premium to Aurora’s unaffected share price in August and a 21% premium over the implied value of Curaleaf’s competing proposal as of November 2.
If approved, the acquisition would combine Organigram’s substantial Canadian recreational marijuana operations with Aurora’s established international medical marijuana business, creating a company with operations spanning Canada, Europe, Australia and other international markets.
Aurora shareholders are expected to hold approximately 35% of the combined company’s economic ownership and 42% of its voting ownership following completion.
The companies anticipate more than C$50 million in annual operating benefits and cost savings from combining production, distribution, purchasing and other operations.
British American Tobacco, a major Organigram shareholder, has also agreed to provide approximately C$187.5 million in financing to support the acquisition, while Organigram has secured additional credit facilities.
The transaction remains subject to court approval in British Columbia and other customary closing conditions. If the necessary approvals are obtained, Organigram and Aurora expect to complete the acquisition in January 2027.
