Aurora Cannabis has formally pushed back against Curaleaf Holdings’ hostile takeover bid, saying parts of the U.S. suitor’s narrative are “inaccurate” and do not fairly reflect the value of Aurora’s international medical cannabis business.
Company urges shareholders to pause as review continues
The company asked shareholders to take no action while a special committee of its board examines Curaleaf’s proposal. Curaleaf has offered a mix of stock and cash that it says values Aurora shares at about US$4.00 each, with a stated maximum potential value of US$5.00 per share.
"take no action while its special committee reviews Curaleaf’s offer"
Aurora’s opposition centres on what it calls a misleading picture of its European medical cannabis operations and the risks to future growth. Curaleaf has framed the transaction as a combination of Aurora’s EU-GMP certified cultivation capacity with Curaleaf’s wider international distribution network, and has projected the merged group could yield more than US$1.5 billion in trailing revenue, roughly US$350 million in adjusted EBITDA and at least US$40 million in annual cost synergies.
Dispute over German market and cultivation metrics
Aurora says Curaleaf has overstated the risk posed by recent changes to medical cannabis reimbursement in Germany. The company argues the affected reimbursement segment represented less than 10 per cent of its German sales volume prior to the changes and therefore is not a major threat to its broader European performance.
In its most recent quarterly results, Aurora reported that international medical cannabis revenue rose 17 per cent year over year to $43.3 million, largely driven by sales in Germany. At the same time, the company reported mixed overall financials: total revenue fell about 9 per cent year over year to $67.6 million, while adjusted EBITDA declined to $3.4 million from $10.8 million in the prior-year period.
| Metric | Amount |
|---|---|
| International medical cannabis revenue (quarter) | $43.3 million (up 17% y/y) |
| Total revenue (quarter) | $67.6 million (down 9% y/y) |
| Adjusted EBITDA (quarter) | $3.4 million (from $10.8 million) |
Questions around cultivation claims
The disagreement also touches on operational assertions. Aurora called Curaleaf’s statements about its cultivation practices and output per square foot “inaccurate and outdated.” Those assertions form part of Curaleaf’s rationale for achieving operational synergies and for justifying the purchase price.
- Valuation on the table: Curaleaf’s offer values Aurora at roughly US$4 per share with a US$5 maximum.
- Aurora’s defence: The company says Curaleaf mischaracterised the impact of German reimbursement changes and overstated cultivation concerns.
- Next steps: Aurora’s special committee will review the proposal; shareholders have been asked to wait before taking any action.
For local investors and employees in Ontario who track the Canadian cannabis sector closely, the unfolding dispute matters for several reasons. A takeover would reshape market structure, influence domestic and international distribution networks and potentially bring operational changes that affect suppliers and contract growers. For shareholders, the disagreement raises questions about whether Curaleaf’s financial projections fully reflect Aurora’s international growth prospects and whether the offered consideration leaves room for future upside.
Curaleaf has argued that the combination would create a scaled international cannabis business with complementary assets and cost savings. Aurora’s rebuttal indicates the target believes its international footprint—particularly in regulated European medical markets—carries more intrinsic value than Curaleaf’s offer recognises.
At present, the dispute remains at an early stage. The outcome will depend on the special committee’s review, any further revisions to the bid, and whether other bidders or shareholder groups emerge. Until then, Aurora has directed its shareholders to refrain from acting on Curaleaf’s proposal.
Local observers will be watching subsequent disclosures from both companies for additional detail on the assumptions underpinning each side’s case, and for any moves that could materially affect the valuation and future strategy of one of Canada’s most widely known cannabis producers.
