Aurora Cannabis has filed an application with the Alberta Securities Commission seeking an order requiring Curaleaf Holdings to address what Aurora says are multiple securities-law deficiencies in Curaleaf’s hostile takeover bid.
Aurora announced the filing Wednesday, saying Curaleaf’s takeover-bid circular failed to meet several regulatory requirements intended to provide shareholders with sufficient information and time to evaluate the offer.
Among the issues identified by Aurora are an alleged failure to provide pro forma financial statements showing the financial condition of a combined Curaleaf-Aurora company, failure to keep the bid open for the minimum required deposit period and failure to publish notice of the offer in a French-language publication.
Aurora said it previously raised the concerns directly with Curaleaf but that the company declined to make the requested changes.
“We believe Curaleaf has failed to comply with applicable securities law requirements in connection with its hostile bid, and Aurora intends to vigorously defend its interests and those of its shareholders,” said Miguel Martin, Aurora’s executive chairman and chief executive officer.
Aurora is asking the Alberta Securities Commission to require Curaleaf to provide the allegedly missing financial information, publish a French-language notice in Quebec and provide shareholders with the full mandatory 105-day deposit period after the deficiencies are corrected.
According to Aurora, Curaleaf’s failure to comply with the 105-day deposit period also means the offer does not qualify as a “permitted bid” under Aurora’s shareholder rights plan. The company says the plan would be triggered if Curaleaf moves to acquire more than 20% of Aurora’s outstanding shares.
The regulatory challenge is the latest development in Aurora’s effort to fight the unsolicited takeover attempt.
Aurora’s board unanimously recommended earlier this month that shareholders reject Curaleaf’s offer by taking no action and not tendering their shares. The board is also urging shareholders who have already tendered shares to withdraw them.
Aurora said the securities commission application does not change the board’s position that Curaleaf’s offer is inadequate and does not reflect the value of Aurora’s business.
Aurora trades on the Nasdaq and Toronto Stock Exchange under the symbol ACB. Curaleaf trades on the Toronto Stock Exchange under CURA and on the OTCQX market under CURLF.
