Curaleaf Holdings issued a sharply critical statement today following the announcement that Organigram Global has agreed to acquire Aurora Cannabis for approximately C$561 million, accusing Aurora’s board of directors of failing its shareholders and maintaining that Curaleaf’s competing takeover offer remains active.
The statement comes just hours after Organigram and Aurora announced their agreement, which values Aurora at C$7.80 per share, representing a 21% premium over the implied value of Curaleaf’s competing offer as of November 2. Despite the higher valuation, Curaleaf argues that its proposal offers greater long-term value, a stronger combined business and a faster, more certain path to completion.
Curaleaf confirmed that its enhanced takeover bid, submitted October 6, remains outstanding. The company said it is reviewing the Organigram agreement and awaiting additional information, including potential termination fees, the future composition of the combined company’s management and board, and any special investor rights being granted to British American Tobacco (BAT), a major Organigram shareholder.
Curaleaf also questioned why neither Aurora nor Organigram addressed whether the proposed transaction would increase or decrease earnings or other financial metrics on a per-share basis.
The strongest criticism was directed at Aurora’s board, which Curaleaf accused of granting Organigram due diligence access while refusing to engage directly with Curaleaf.
“In Curaleaf’s view, the refusal by Aurora’s board to grant Curaleaf access and engage directly blocks any chance of an enhanced Curaleaf bid and constitutes gross dereliction of their fiduciary duties”, the company stated.
Curaleaf also characterized Organigram as a smaller, less liquid company with weak cash generation and a history of shareholder dilution. It questioned the involvement of BAT, criticizing the tobacco company’s previous investments in the marijuana industry.
Aurora’s board has repeatedly rejected Curaleaf’s unsolicited takeover proposal, arguing that it undervalues the company and exposes shareholders to financial risks associated with receiving Curaleaf shares. Its directors have unanimously approved the Organigram transaction, which offers Aurora shareholders the option of receiving cash, Organigram shares or a combination of both, subject to certain limits.
The Organigram agreement also includes a planned C$187.5 million investment from BAT, which would help finance the cash portion of the acquisition. Organigram and Aurora expect the transaction to close in January 2027, pending shareholder, regulatory and court approvals.
Curaleaf’s competing offer is currently scheduled to expire December 4, leaving the company with approximately one month to determine whether to pursue its existing proposal, revise its terms or take other action.
With Curaleaf refusing to withdraw its bid and Aurora’s board firmly backing Organigram, the competing proposals have created an increasingly contentious acquisition battle involving three major international marijuana companies.
