Key Takeaways CURLF raised its hostile Aurora bid to $1 cash and 0.4013 shares per share, but Aurora rejected it.Curaleaf's first-half 2026 revenues rose 8% to $664.3 million, while adjusted EBITDA margin fell to 20.6%.CURLF targets $35-$40 million in SG&A savings, but competition and pricing pressure remain key challenges.
Curaleaf Holdings (CURLF - Free Report) has added a new dimension to its growth strategy by pursuing a hostile takeover of Aurora Cannabis (ACB - Free Report) . While the proposed transaction could reshape Curaleaf's growth strategy, it also raises questions about deal execution, shareholder value and the potential implications for the company's existing business.
CURLF’s Bid Faces ResistanceCuraleaf formally launched its bid to acquire Aurora Cannabis in August, offering Aurora shareholders $0.75 in cash and 0.3463 CURLF shares for each ACB share. Based on Curaleaf’s share price before the announcement, the offer was worth approximately $4 per Aurora share, with the total value capped at $5 per share.
However, the bid was hostile from the beginning, as Curaleaf said Aurora had not responded meaningfully to its efforts to discuss a deal. ACB disputed the proposal’s merits, claiming it benefited Curaleaf more than its own shareholders. It also argued that the proposal undervalued its international medical cannabis operations and raised concerns about Curaleaf’s financial position.
At the beginning of October, Curaleaf improved its offer, raising the cash payment to $1 and the stock portion to 0.4013 CURLF shares per ACB share. The revised proposal increased the implied value to $5 per share and the maximum consideration to $6. Curaleaf also extended the offer deadline to Dec. 4, 2026.
Aurora’s board of directors rejected the revised offer last week, again arguing that it undervalued the company, while its special committee continues exploring other options. Curaleaf later criticized Aurora for refusing to share confidential information with it while allowing other potential buyers access. The takeover dispute remains unresolved.
With the takeover's outcome still uncertain, investors should also examine Curaleaf's broader business fundamentals, growth prospects and competitive position to determine if it remains worth considering.
CURLF’s Business Outlook Improves, Challenges RemainCuraleaf's business is showing signs of recovery, supported by improving U.S. operations, stronger wholesale demand and continued growth in international medical cannabis markets. It reported first-half 2026 revenues of $664.3 million, up 8% year over year. The company’s domestic business has returned to growth, while product innovation and retail expansion are helping strengthen its market position. Curaleaf continues to expand its presence, bringing its footprint to 80 locations in Florida and 190 nationwide. International revenues increased 30% from the prior-year period, highlighting the strength of Curaleaf's expanding presence in European medical cannabis markets.
Management also reported a 10% increase in retail transactions in the second quarter of 2026, which was partially offset by a roughly 4% decline in average unit retail pricing. These developments suggest that Curaleaf's growth is being supported by stronger customer traffic, although continued pricing pressure remains a challenge.
Margins, however, require closer attention. In the second quarter, Curaleaf's gross margin improved to 50%, up 70 basis points (bps) year over year, reflecting cultivation efficiencies, labor cost controls and a better product mix. Yet, adjusted EBITDA margin declined 120 bps to 20.6%. The company’s operating expenses also moved north, limiting the benefit of higher sales and improved gross margins. The key challenge is not only to maintain revenue growth but also to improve operating profitability.
To address the rise in expenses, management is targeting $35-$40 million in selling, general and administrative (SG&A) cost reductions over the next 12 months. Curaleaf also plans to increase the share of its international product supply sourced internally from approximately 20% to 50-75% over the next six to 12 months, aiming to reduce supply-chain volatility, improve European margins and lower inventory requirements.
If these initiatives deliver, they could improve profitability and cash generation. However, their success remains uncertain, particularly as international growth brings supply challenges and competitive pricing pressures persist.
Competition Remains IntenseCuraleaf faces competition from other multi-state cannabis operators that are expanding their retail presence and strengthening their branded-product businesses. Green Thumb Industries (GTBIF - Free Report) and TerrAscend (TSNDF - Free Report) are two notable competitors, with both pursuing expansion in markets where Curaleaf also operates.
Green Thumb has continued to expand its Florida retail network, bringing its footprint in the state to 26 locations and 120 stores nationwide. Its dispensaries offer brands such as RYTHM, Dogwalkers and &Shine, strengthening its retail reach and product distribution. As CURLF continues to expand its own Florida network, GTBIF’s growing presence could add to competition.
TerrAscend has also strengthened its presence in New Jersey by completing its acquisition of Aunt Mary's Dispensary last month. This retail store generates more than $10 million in annualized revenues, and TerrAscend expects the transaction to contribute immediately to EBITDA and free cash flow. The company also sees opportunities to improve the store's performance through its existing brand portfolio. This expansion increases TerrAscend's reach in a market where Curaleaf also competes, adding pressure on the latter to retain customers and defend its market position.
CURLF Stock Performance & EstimatesYear to date, shares of Curaleaf Holdings have risen 7% against the industry’s 18% decline.
Image Source: Zacks Investment Research
The bottom-line estimates for 2026 and 2027 have remained constant over the past 60 days.
Image Source: Zacks Investment Research
How to Play CURLF Stock Now?Curaleaf's improving revenue growth, expanding retail presence and international opportunities are encouraging. However, margin pressure and rising operating expenses remain concerns, while management still needs to demonstrate that its cost-saving initiatives can translate into stronger profitability. The proposed Aurora acquisition adds another layer of uncertainty, as the deal's outcome remains unclear and could have implications for Curaleaf's financial flexibility and growth strategy.
Meanwhile, competition could make it more challenging for Curaleaf to maintain its market position and pricing power. Given these mixed signals and its Zacks Rank #3 (Hold), investors may adopt a cautious approach until Curaleaf improves its operating performance and uncertainty surrounding the Aurora bid eases.
You can see the complete list of today’s Zacks #1 Rank (Strong Buy) stocks here.
Curaleaf Holdings, Inc. OTCMKTS: CURLF is aggressively maneuvering to absorb Aurora Cannabis Inc. NASDAQ: ACB, leveraging an estimated 217% ex-cash premium to force a shareholder reckoning and bypass an entrenched board.
This hostile acquisition targets highly lucrative European distribution networks and a highly liquid, zero-debt balance sheet. By merging operations, the two entities aim to create an approximately $1.5 billion global supply chain stronghold that is well-positioned to take advantage of the impending U.S. Schedule III tax catalysts.
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Cross-border consolidation in the cannabis sector is shifting from executive speculation to aggressive corporate action. As regulatory hurdles begin to clear across North America and Europe, well-capitalized operators are moving decisively to secure balance-sheet survivability and global scale.
Curaleaf's Ex-Cash Valuation ArgumentTo understand the mechanics driving this corporate maneuver, investors might examine the proposal's specific structure and the strategic motivations behind it. On Oct. 19, Curaleaf escalated its hostile bid for Aurora Cannabis to an implied value of about $5 per share when announced, with a maximum cap of $6 per share. The revised structure consists of 0.4013 Curaleaf shares plus a $1 cash component, with the cap representing a maximum premium of 118% over pre-bid trading levels.
Aurora Cannabis Today
ACB
Aurora Cannabis
$3.98 +0.03 (+0.63%)
As of 03:49 PM Eastern
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$2.56▼
$6.36Aurora Cannabis unilaterally rejected the revised bid in mid-October, citing opportunistic timing and undervaluation. Curaleaf countered swiftly, publicly challenging the board's fiduciary logic.
Curaleaf calculates that the bid represents an 86% premium to the unaffected 30-day volume-weighted average price. When factoring in the roughly $149 million in cash, restricted cash, and short-term investments sitting on the target's balance sheet, the offer delivers what Curaleaf estimates to be 217% premium on an ex-cash basis.
This ex-cash premium argument directly attacks the undervaluation claims. Curalead argues that it exposes a mathematical disconnect between internal valuation targets and the willingness to dilute shareholders. In July 2026, Aurora Cannabis leadership used an at-the-market equity facility to issue shares at prices as low as $2.60. Curaleaf is leveraging this data point to challenge how a board can logically reject a $5 offer while actively diluting its investor base at nearly half that valuation just months prior.
The Strategic Rush for German Medical MarketsA central motivation behind this takeover effort stems from rapid expansion across European medical cannabis markets. Curaleaf has a market capitalization of about $1.8 billion and generates about $1.3 billion in trailing 12-month sales. Surging demand across European markets frequently creates supply bottlenecks for distributors lacking dedicated, high-volume production facilities.
Acquiring Aurora Cannabis directly addresses these operational constraints. Aurora Cannabis controls approximately 50 metric tons of annual EU Good Manufacturing Practice-certified cultivation and manufacturing capacity, anchored by production sites in Canada and Germany. The business has strategically pivoted toward international medical markets, which now generate a substantial portion of its net revenue.
Recent earnings from sector peer Tilray Brands highlight the growth potential of European medical cannabis, serving as a critical barometer for the industry's health. With German medical cannabis demand surging following regulatory reforms, Curaleaf is attempting to acquire critical international infrastructure.
Combining existing European distribution networks with certified supply operations could create a vertically integrated footprint spanning 17 countries. Acquirers appear highly motivated to absorb these legacy Canadian assets before the tailwinds of European expansion and further U.S. federal rescheduling are fully priced into valuations.
Boardroom Tactics and the Due Diligence LockoutThe conflict has transitioned from private negotiations to a highly visible takeover battle. Friction centers on Aurora Cannabis denying Curaleaf data room access while simultaneously executing confidentiality agreements with unnamed third-party bidders. Curaleaf is publicly questioning why the only bidder with a formal offer and real capital on the table remains locked out of the due diligence process.
A crucial leverage point in this takeover battle involves potential advisory conflicts of interest. Curaleaf is actively questioning the fee arrangement of Fort Capital, Aurora Cannabis's financial advisor, which may receive contingent fees for certain advisory services. However, its fees for issuing fairness opinions do not depend on the conclusions reached. Curaleaf argues the arrangement raises questions about the advisor's independence, while Aurora's board maintains that the offer undervalues the company. Curaleaf has also petitioned the Alberta Securities Commission to halt the active equity distribution facility to prevent further voter dilution during the tender offer window.
Market technicals add another layer of complexity. Aurora Cannabis carries a bearish short float of roughly 11.6%, totaling approximately 7.64 million shares, with a days-to-cover ratio of around 9.5. This high short concentration creates mechanical potential for a short squeeze if a competing international bidder emerges or if a higher offer prompts short sellers to cover their positions before the Dec. 4 deadline.
Sector Breakout: Preparing for Schedule III ReliefForward-looking analysis suggests this consolidation could signal a notable sector breakout. Beneath the boardroom rhetoric lies a compelling balance-sheet transaction. Curaleaf generates substantial scale in the domestic market, but acquiring Aurora Cannabis lets the acquirer absorb liquidity at a deep discount to book value.
Curaleaf estimates the merged organization would generate over $1.5 billion in annual revenue and approximately $350 million in adjusted earnings before interest, taxes, depreciation, and amortization. Eliminating duplicative public listing expenses, centralizing supply chain logistics, and streamlining corporate overhead could generate at least $40 million in annualized cost efficiencies, according to Curaleaf.
The aggressive push for cross-border consolidation is anchored by the potential for further U.S. federal rescheduling of medical cannabis. Eliminating Internal Revenue Code Section 280E tax burdens will free up substantial cash flow for multi-state operators. Because Section 280E taxes gross profit rather than net income, removing this punitive treatment provides the operational liquidity needed to fuel this pro forma powerhouse.
Structuring a Portfolio for Industry ConsolidationWith Aurora Cannabis closing at $3.96 on Monday, Oct. 19, the market reflects a tight arbitrage spread against the offer's then-current implied value of approximately $4, based on the $1 cash component and Curaleaf's share price. The revised offer has a $6 maximum cap, but its actual value fluctuates with Curaleaf shares. This pricing behavior suggests institutional traders expect either a successful closure of the deal on current terms, the emergence of a white knight bidder, or a sweetened cash component. Shareholder pressure will likely dictate whether the board is forced to open its books and enter direct negotiations.
Investors evaluating the cannabis sector may want to monitor balance sheet health rather than just top-line revenue. Companies carrying zero debt and long cash runways are prime acquisition targets, while highly leveraged operators may struggle to participate in the consolidation phase. Those seeking exposure to sector-wide growth may want to add established multi-state operators to their watchlists as federal policy shifts unfold and global supply chains centralize.
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New location brings the Company's Florida footprint to 80 stores and 190 nationwide
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announced that Curaleaf Port Orange will begin welcoming patients on October 21, 2026. Located at 1760 Dunlawton Avenue, Unit 5, the new store brings the Company's retail footprint to 80 locations in Florida and 190 nationwide.
Curaleaf Port Orange expands the Company's presence in Volusia County, providing medical cannabis patients with another convenient location to shop. Located at 1760 Dunlawton Avenue, Unit 5, the store sits along a major commercial corridor connecting I-95 with the surrounding Port Orange community and coastal destinations, with convenient access to nearby residential neighborhoods, retailers and restaurants.
The store will offer a wide range of products, including Curaleaf's Florida-exclusive Reef flower, Dark Heart ultra-premium flower, FIND flower, Anthem pre-rolls and the Select Briq 2 all-in-one vape, now featuring Select ACE oil. Team members will be available to answer questions and help patients explore the selection.
"Opening in Port Orange brings us closer to more Florida patients and reflects our continued investment in the state," said Boris Jordan, Chairman and CEO of Curaleaf. "Each new location is an opportunity to build relationships within the community and help patients find products that meet their needs. We look forward to welcoming Port Orange patients and providing the knowledgeable service and consistent quality they expect from Curaleaf."
Curaleaf Port Orange will host grand opening celebrations on October 30 and 31, 2026, featuring special offers and giveaways while supplies last. The first 25 patients with a valid medical card each day will receive a free eighth of flower with a $75 purchase. Patients who spend $100 will receive a free 0.5g 510 cartridge along with a custom Curaleaf Port Orange T-shirt, available in limited quantities on a first come, first served basis, while those who spend $150 will be entered for a chance to win a Puffco Proxy device. The celebrations will also feature custom branded hats and bags pressed on site each day, plus patient swag bags with lighters, rolling papers and other giveaways.
The store will operate Monday through Saturday from 9:00 A.M. to 8:30 P.M. ET and on Sunday from 10:00 A.M. to 7:00 P.M. ET.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, FIND, Dark Heart, and Anthem, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the opening of a dispensary in Port Orange, Florida. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the Company with respect to the matter described in this news release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is discussed in the Company's Form 8-K dated August 5, 2026 together with the annual report on Form 10-K for the year ended December 31, 2025 and the quarterly report on Form 10-Q for the quarter ended March 31, 2026, attached as exhibits thereto, as well as the Form 10-Q for the quarter ended June 30, 2026, each of which documents have been filed on the Company's EDGAR profile at www.sec.gov/edgar and SEDAR+ profile at www.sedarplus.ca, and as described from time to time in documents filed by the Company with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer and medical cannabis products, today responded to Aurora Cannabis Inc.'s ("Aurora") Notice of Change to its directors' circular, dated October 14, 2026, in which Aurora's Board again recommended that shareholders reject Curaleaf's enhanced proposal.
"Aurora's Board has a fiduciary duty to shareholders, which requires it not to take illogical steps to keep the highest bidder out of the room. The Board has locked out Curaleaf while granting diligence access to unnamed parties and cites selective sources to support its agenda. None of that reflects a board acting in the company's or shareholders' best interests. Shareholders deserve the facts, and the facts favor engagement, not obstruction," said Boris Jordan, Chairman of the Board and Chief Executive Officer of Curaleaf.
The real facts behind Aurora's key claims:
MYTH: "Aurora's process is designed to deliver the best outcome for shareholders."
FACT: Aurora is giving others the keys while locking Curaleaf out of the building.
Curaleaf – the only bidder with a binding offer for Aurora and real money on the table – continues to be denied diligence access despite repeated outreach and requests. Meanwhile, Aurora's Notice of Change discloses that it "has entered into confidentiality and standstill agreements with a number of parties who have been examining confidential financial, operating and other relevant information relating to Aurora."
These are not the actions of a company that is serious about maximizing value for shareholders. Independent analysts agree. As Seaport Research Partners wrote on October 15: "We also question why ACB is willing to provide other potential buyers access to due diligence while refusing to engage with CURLF, particularly if its goal is to maximize shareholder value."
MYTH: "The revised Hostile Bid remains inadequate and significantly undervalues Aurora."
FACT: Curaleaf's enhanced offer represents an 86% premium to Aurora's unaffected 30-day volume-weighted average share price – and an even higher premium when you factor in Aurora's cash and equivalents, as Aurora continues to point out.
Cash is ascribed value on a dollar-for-dollar basis. Investors don't pay a premium on cash – it doesn't make economic sense, which is why the ex-cash premium is relevant. The enhanced offer represents an astonishing 217% premium on an ex-cash basis.
FACT: Aurora sold shares under its ATM program, without any price limit and sold for prices as low as $2.60 per share in July 2026.
How can Aurora argue the enhanced offer is too low, while they accelerated their ATM issuances and dilution at prices as low as $2.60?
Aurora value is appropriate for the Board to sell at $2.60, but not at $5.00, a 92% premium to that level?
The Aurora rhetoric does not match the facts. ATB Capital Markets wrote on October 6: "We believe the revised bid is favorable for Aurora shareholders and offers more than the fair value of Aurora as a standalone."
MYTH: "…Curaleaf shares [are] at an inflated valuation."
FACT: The implied Aurora transaction multiple of 14.3x 2026 Adjusted EBITDA is higher than Curaleaf's multiple of 13.7x (IFRS).
Aurora argues the enhanced offer is undervalued and Curaleaf's shares are overvalued, yet the implied multiple for Aurora is higher than Curaleaf's multiple.
Also, Aurora's own financial advisor disagrees with Aurora – they conclude in their opinion that the trading price of Curaleaf shares can be reasonably regarded as a proxy for their underlying value.
Too high for Curaleaf, but not high enough for Aurora – again, the Aurora rhetoric does not match the facts.
MYTH: "Curaleaf continues to propose to use Aurora Shareholders' own cash to acquire control of Aurora without paying fairly."
FACT: That's not how acquisitions work.
Once a transaction closes, cash on the target balance sheet belongs to the combined company. The only relevant question is whether shareholders are receiving fair value for their shares today, which includes the corresponding cash on the balance sheet.
The ex-cash premium of 217% premium is completely contrary to Aurora's assertions of "not paying fairly" – the premium represents one of the highest premiums in Canada in the last ten years.
By Aurora's own logic, any acquirer of a company holding cash on its balance sheet would be "funding" the deal with the target's own money – a standard that would apply to virtually every cash transaction ever done.
MYTH: "The Hostile Bid remains opportunistic."
FACT: Continued, erroneous focus on historical results.
Aurora continues to focus on what its business was, ignoring its two most recent quarterly results, where Adjusted EBITDA declined 63% from the previous two quarters.
Aurora attributes the decline to the "industry-wide headwind" of Canadian medical reimbursement rates, not "any lasting deterioration in Aurora's business." But that reimbursement change only affected its most recent quarter – it doesn't explain the decline across both of the last two quarters. That's exactly what it is – a permanent reduction and deterioration in the revenue and profitability of the business going forward.
FACT: Opportunism cuts both ways.
Aurora's Special Committee is actively soliciting third-party bidders under the exact same market conditions it says make Curaleaf's offer opportunistic. Shareholders should ask why interest from other parties is framed as value-creating while Curaleaf's is dismissed as opportunistic.
MYTH: "The Hostile Bid remains subject to inappropriate conditionality."
FACT: Curaleaf's bid is subject to market standard conditions. Further, if conditions are the concern, Aurora knows how to fix it: engagement.
Conditions are a function of negotiation, and Aurora has not engaged with Curaleaf on deal terms at any point in this process.
MYTH: "Curaleaf has not adequately supported its estimated synergies."
FACT: Aurora wants it both ways – deny access to diligence information, but then demand more disclosure.
Aurora argues that Curaleaf's "lack of access to Aurora's confidential information is a risk it assumed when it chose to launch its Hostile Bid" and that this "does not relieve it of its disclosure obligations in respect of a figure it has made central to the Hostile Bid."
Yet Aurora has already granted diligence access to other parties. If disclosure is truly "material" to shareholders, Aurora should extend Curaleaf the same access to substantiate, refine, or even increase its synergy estimate.
Insisting on full disclosure while keeping the only public bidder with a binding offer out of the data room isn't a credibility argument. It is a process choice Aurora's Board is making unilaterally, contrary to its stated objectives of maximizing shareholder value.
MYTH: "The Updated Fort Capital Opinion confirms the offer is inadequate."
FACT: Shareholders should know how Aurora's financial advisor is paid.
By its own disclosure, Fort Capital will receive advisory fees "which may be contingent on the Company arriving at an alternative transaction, or circumstances where no transaction is completed at all."
Shareholders should weigh that disclosure carefully when assessing the opinion's independence, especially in light of Fort Capital not providing or disclosing any supporting analysis to Aurora shareholders of its stated conclusion.
In most deals, a special committee gets a second fairness opinion from a truly independent advisor – why has Aurora not done that?
Curaleaf remains ready to engage immediately in a constructive diligence process. For more information on Curaleaf's enhanced proposal, visit grow.curaleaf.com.
IMPORTANT INFORMATION
This document does not constitute an offer to buy or the solicitation of an offer to sell any securities. The offer (the "Offer") by Curaleaf to purchase all outstanding common shares ("Common Shares") of Aurora is made solely by the Offer to Purchase and Circular dated August 18, 2026, as amended by the Notice of Variation, Change and Extension dated October 6, 2026 and as may be further amended or supplemented (as so amended, the "Offer to Purchase").
SECURITY HOLDERS ARE URGED TO READ THE OFFER TO PURCHASE AND CIRCULAR, THE REGISTRATION STATEMENT ON FORM F-80, THE TENDER OFFER STATEMENT ON SCHEDULE 14D-1F, AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Free copies are available at www.sec.gov or by contacting the Information Agent, Carson Proxy Advisors, at 1-800-530-5189 (toll-free), 416-751-2066 (local/text), or [email protected].
NOTICE TO U.S. SHAREHOLDERS
The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that the subject company is located in a foreign country, and that some or all of its officers and directors are residents of a foreign country.
Investors should be aware that the bidder or its affiliates, directly or indirectly, may bid for or make purchases of the issuer's securities subject to the offer or of the issuer's related securities, or of the bidder's securities to be distributed or of the bidder's related securities, during the period of the tender offer, as permitted by applicable Canadian laws or provincial laws or regulations.
Curaleaf has filed with the SEC a Registration Statement on Form F-80 under the U.S. Securities Act of 1933 and a Tender Offer Statement on Schedule 14D-1F under the U.S. Securities Exchange Act of 1934. The Offer is being conducted in accordance with Section 14(e) of the Exchange Act and Regulation 14E.
THE OFFER AND THE OFFEROR SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY U.S. STATE SECURITIES COMMISSION, NOR HAS ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Offeror Shares have not been registered or otherwise qualified for offer and sale in certain U.S. states where shareholders may reside. No offer is made in those states except to qualifying Exempt Institutional Investors as described in the Offer to Purchase and Circular.
AURORA INFORMATION
Information concerning Aurora herein is based solely on Aurora's publicly available filings and other public sources. Aurora has not reviewed this document. Neither Curaleaf nor its officers or directors assumes responsibility for the accuracy or completeness of such information.
ADDITIONAL INFORMATION
The disposition of Common Shares and the acquisition of Offeror Shares may have U.S. and Canadian tax consequences; shareholders should consult their own tax advisors. Curaleaf's disclosure documents are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
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Curaleaf Holdings, Inc. (OTCMKTS:CURLF – Get Free Report) shares gapped down prior to trading on Friday. The stock had previously closed at $8.56, but opened at $8.28. Curaleaf shares last traded at $8.20, with a volume of 30,816 shares changing hands.
Analyst Upgrades and Downgrades Several equities research analysts have recently weighed in on the company. Zacks Research lowered Curaleaf from a “strong-buy” rating to a “hold” rating in a research report on Tuesday, October 13th. UBS Group set a $6.00 price target on Curaleaf in a report on Monday, October 5th. Finally, Citigroup reiterated a “buy” rating on shares of Curaleaf in a research note on Thursday, August 6th. One equities research analyst has rated the stock with a Strong Buy rating, two have assigned a Buy rating and one has given a Hold rating to the company. Based on data from MarketBeat.com, the company presently has an average rating of “Buy” and an average price target of $6.00.
Get Our Latest Stock Analysis on CURLF
Curaleaf Price Performance The company has a debt-to-equity ratio of 1.06, a quick ratio of 0.73 and a current ratio of 1.52. The stock’s 50-day moving average is $9.86 and its 200 day moving average is $8.69. The stock has a market capitalization of $1.83 billion, a PE ratio of -60.30 and a beta of 1.55. Curaleaf (OTCMKTS:CURLF – Get Free Report) last announced its quarterly earnings results on Wednesday, August 5th. The company reported $0.05 EPS for the quarter, topping the consensus estimate of ($0.20) by $0.25. Curaleaf had a negative net margin of 2.62% and a negative return on equity of 0.88%. The firm had revenue of $340.10 million for the quarter, compared to analyst estimates of $332.00 million. As a group, equities analysts expect that Curaleaf Holdings, Inc. will post 0.01 earnings per share for the current year.
About Curaleaf (Get Free Report)
Curaleaf Holdings, Inc is a cannabis company that cultivates, processes, manufactures and sells cannabis products. Through its retail dispensaries and wholesale operations, the company offers flower, pre-rolls, vaporizers, edibles, concentrates, tinctures and other cannabis-derived products for medical and adult-use markets, where permitted by law.
Curaleaf markets products under brands that include Curaleaf, Select and Grassroots. Its business is primarily focused on the United States, where it operates a network of cultivation and processing facilities, dispensaries and distribution operations across multiple state-regulated cannabis markets.
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Opening on North George Street maintains the Company's dispensary count at 18 in Pennsylvania and 189 nationwide
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announced the relocation of its Gettysburg, Pennsylvania dispensary to 1513 N. George Street in York, Pennsylvania 17404. The opening maintains the Company's Pennsylvania footprint at 18 dispensaries and its nationwide total at 189 stores.
Located on North George Street, one of the main north-south routes through York, Curaleaf York offers convenient access to Interstate 83 and U.S. Route 30 and is a short drive from downtown. The dispensary is within easy reach of patients in York, Springettsbury Township, North York, Manchester, and the surrounding communities. The city of York, home to roughly 45,000 residents, is the seat of York County, where more than 456,000 people live. At Curaleaf York, patients will find Curaleaf's portfolio of trusted brands, including Grassroots, FIND, Select, JAMS, and Dark Heart, as well as Select Briq 2, an all-in-one vape.
"Each Curaleaf store is a promise to serve the patients in that community," said Boris Jordan, Chairman and CEO of Curaleaf. "With Curaleaf York, we're putting quality products and real guidance within a short drive for patients across York County. We're looking forward to meeting the neighborhood at our grand opening and earning a regular spot in patients' care routines."
Curaleaf York will begin serving patients with a soft opening on Thursday, October 15, at 1:00 p.m., followed by a grand opening celebration on Friday, October 23, from 12:00 p.m. to 5:00 p.m. The event will feature brand giveaways, pop-ups, and activations, including a food truck, music, and yard games. Promotional offers will include a spend-and-get promotion on select Curaleaf brands and a free tote bag with a qualifying purchase for patients with valid medical cards, while supplies last.
Curaleaf York is open Monday through Saturday from 9:00 a.m. to 8:00 p.m. and Sunday from 10:00 a.m. to 6:00 p.m. For more information on Curaleaf's Pennsylvania dispensaries, products, and patient resources, please visit https://curaleaf.com/dispensary/pennsylvania.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer cannabis products with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, FIND, Dark Heart, and Anthem, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the opening of a dispensary in York, Pennsylvania. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the Company with respect to the matter described in this news release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is discussed in the Company's Form 8-K dated August 5, 2026 together with the annual report on Form 10-K for the year ended December 31, 2025 and the quarterly report on Form 10-Q for the quarter ended March 31, 2026, attached as exhibits thereto, as well as the Form 10-Q for the quarter ended June 30, 2026, each of which documents have been filed on the Company's EDGAR profile at www.sec.gov/edgar and SEDAR+ profile at www.sedarplus.ca, and as described from time to time in documents filed by the Company with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.
Revised Hostile Bid continues to significantly undervalue Aurora; fails to address concerns previously raised by the Board.
Aurora's Special Committee is actively exploring strategic alternatives to maximize value for Aurora shareholders.
Shareholders are advised to REJECT the revised Hostile Bid and TAKE NO ACTION at this time before other strategic alternatives may emerge.
Questions about the Hostile Bid or would like to stay informed? Contact Kingsdale Advisors toll-free at 1-800-749-9052 within North America, call or text 416-623-4172 or email [email protected].
, /PRNewswire/ -- Aurora Cannabis Inc. ("Aurora" or the "Company") (TSX: ACB) (NASDAQ: ACB), the Canadian-based leading global medical cannabis company, today reconfirms that the Board of Directors (the "Board"), on the unanimous recommendation of a special committee of independent directors (the "Special Committee"), unanimously recommends that shareholders REJECT the hostile offer by Curaleaf Holdings, Inc. ("Curaleaf") (TSX: CURA) (OTCQX: CURLF) for all of the issued and outstanding common shares of the Company, as revised in the Notice of Variation, Change and Extension filed by Curaleaf on October 6, 2026 (the "Hostile Bid").
"Curaleaf's revised offer still does not reflect the value of the company Aurora shareholders own today. Aurora is debt-free with a strong cash position, and we believe the revised Hostile Bid continues to ask shareholders to give up that strength, and their future upside, at a discount," said Miguel Martin, Executive Chairman and CEO of Aurora.
"At the same time, our Special Committee is carefully evaluating strategic alternatives with the goal of delivering greater value for Aurora shareholders. Curaleaf's offer remains open until December 4, 2026, so we believe shareholders gain nothing by tendering now, and tendering early could undermine the opportunity for a superior outcome. We urge shareholders to keep their options open, reject the revised Hostile Bid and take no action until they can consider all the alternatives available to them," concluded Mr. Martin.
The Board's determination follows careful consideration of, among other things, advice from its financial and legal advisors, including an updated inadequacy opinion from its financial advisor, and the unanimous recommendation of the Special Committee. To reject the revised Hostile Bid, simply TAKE NO ACTION. Shareholders who have tendered their Aurora shares and wish to withdraw, are advised to contact their broker or contact Kingsdale Advisors to assist with this process.
A Notice of Change to Directors' Circular (the "Notice of Change") providing the full details concerning the Board's recommendation, including the reasons to REJECT the revised Hostile Bid and additional details in respect of the ongoing strategic alternatives process, will be made available on the Company's special website at www.ProtectAurora.com, on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov. The principal reasons for the Board's recommendation to reject the revised Hostile Bid will be detailed in the Notice of Change and include:
The revised Hostile Bid remains inadequate and significantly undervalues Aurora on several measures. The Board and Special Committee have received an updated fairness opinion from their financial advisor confirming that the revised consideration is inadequate, from a financial point of view, to Aurora shareholders.
Curaleaf continues to propose to use Aurora Shareholders' own cash to acquire control of Aurora without paying fairly. A significant portion of the cash consideration would, in effect, be funded by the Aurora Shareholder's own cash through Aurora's balance sheet.
Aurora Shareholders bear the risk. The increase in consideration consists principally of Curaleaf shares at an inflated valuation; Aurora shareholders would remain fully exposed to any decline in the Curaleaf share price.
The Hostile Bid remains opportunistic. It seeks to acquire Aurora's assets at a discount and does not reflect the longer-term earning power of Aurora's global business.
Curaleaf has not adequately supported its estimated synergies. Even if the synergies were realized, substantially all of the benefit would accrue to Curaleaf's existing shareholders and not Aurora shareholders.
Superior proposals or other alternatives may emerge from Aurora's ongoing strategic review process. Aurora shareholders are encouraged to wait for the results of that process. Tendering into the Hostile Bid could negatively affect the possibility of a superior alternative being available for Aurora shareholders to consider.
Update on Strategic Alternatives Process
The Special Committee, with the assistance of its and the Company's financial and legal advisors, is actively exploring a range of alternatives to the revised Hostile Bid that may offer shareholders greater value than the revised Hostile Bid. These alternatives include, among other things, a possible transaction with one or more third parties or remaining independent and pursuing Aurora's existing strategy as a stand-alone entity.
The Special Committee, through the Company's financial advisor, has solicited a number of parties to ascertain their interest in Aurora. Aurora has entered into confidentiality and standstill agreements with multiple parties, each of whom have been examining information relating to Aurora. Aurora has had numerous discussions with these parties. As this process is ongoing, it is not possible at this time to predict with certainty what alternatives (if any) may emerge from this process. There can be no assurance that the process will result in a transaction. However, shareholders should not tender their shares until the process is completed.
The Board and the Special Committee believe that it is in the best interests of Aurora and its shareholders for there to be sufficient time to permit strategic alternatives that may be available to Aurora to emerge, and for the Special Committee to review and evaluate such potential alternatives. After the Special Committee and the Board have had the opportunity to explore, pursue and evaluate alternatives, the Board intends to provide a further recommendation to shareholders. Tendering into the revised Hostile Bid prematurely could negatively affect the possibility of a superior alternative being available for shareholders to consider.
Shareholder Assistance
Aurora shareholders with questions about the revised Hostile Bid or who would like to stay informed may contact Kingsdale Advisors, the Company's strategic advisor and information agent:
Toll-Free (within North America): 1-800-749-9052
Call or Text: 416-623-4172
Email: [email protected]
Visit www.ProtectAurora.com
About Aurora Cannabis
Aurora is a global leader in medical cannabis, dedicated to improving lives through scientific expertise, proven performance, and a deep commitment to patient care. Aurora serves medical markets across Canada, Europe, Australia, and New Zealand with a portfolio of trusted, leading brands including Aurora®, MedReleaf®, Pedanios®, IndiMed™, San Raf®, and Whistler Medical Marijuana Corporation®. With world-class GMP-certified manufacturing facilities in Canada and Germany, and a team of industry-leading professionals, Aurora continues to expand its global footprint and deliver consistent, high-quality cannabis products with the purpose of Opening the World to Cannabis™.
Learn more at www.auroramj.com and follow us on X and LinkedIn.
Aurora's common shares trade on the NASDAQ and TSX under the symbol "ACB".
Aurora has filed a Solicitation/Recommendation Statement on Schedule 14D-9F with the U.S. Securities and Exchange Commission (the "SEC"), which includes a Directors' Circular, dated September 1, 2026, as amended by the Notice of Change. Investors are urged to read this document and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, when they become available, before making any investment decision with respect to the Hostile Bid. The Hostile Bid is made for the securities of a Canadian issuer and while the Hostile Bid is subject to disclosure requirements of Canada, investors should be aware that these requirements are different from those of the United States. The enforcement by investors of civil liabilities under the U.S. federal securities laws may be affected adversely by the fact that the issuer is located in Canada, and that some or all of its officers and directors are residents of Canada.
Forward-Looking Statements
This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities laws ("forward-looking statements"). Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements made in this news release include, but are not limited to, statements and information regarding the Company's strategy and opportunities for creating and increasing long-term value for shareholders, the Special Committee's strategic alternatives process and the potential outcomes thereof, and expected impacts for Aurora shareholders.
These forward-looking statements are only predictions. Forward-looking information or statements contained in this news release have been developed based on the Company and its management's good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company's business and operations in the future. Forward-looking information and statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made including, among other things, assumptions about: development costs remaining consistent with budgets; the ability to manage anticipated and unanticipated costs; access to favorable equity and debt capital markets; the ability to raise sufficient capital to advance the business of the Company; favorable operating and economic conditions; political and regulatory stability; obtaining and maintaining all required licenses and permits; receipt of governmental approvals and permits; sustained labour stability; stability in financial and capital goods markets; favorable production levels and costs from the Company's operations; the pricing of various cannabis products; the level of demand for cannabis products; the availability of third-party service providers and other inputs for the Company's operations; and the Company's ability to conduct operations in a safe, efficient, and effective manner. The Company does not give any assurance that the assumptions on which forward-looking information or statements are based will prove to be correct, or that the Company's business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company's control. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. These risks include, but are not limited to, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of our products, customer experience and retention, the development of third party government and non-government consumer sales channels, management's estimates of consumer demand in Canada and in jurisdictions where the Company exports, expectations of future results and expenses, the availability of additional capital to complete construction projects and facilities improvements, the risk of successful integration of acquired business and operations, management's estimation that SG&A will grow only in proportion to revenue growth, the ability to expand and maintain distribution capabilities, the impact of competition, the general impact of financial market conditions, the yield from cannabis growing operations, product demand, changes in prices of required commodities, competition, and the possibility for changes in laws, rules, and regulations in the industry, epidemics, pandemics or other public health crisis, and other risks as set out under the heading "Risk Factors" in the Company's annual information form dated June 10, 2026 (the "AIF") and filed with Canadian securities regulators available on the Company's issuer profile on SEDAR+ at www.sedarplus.com and filed with and available on the SEC's website at www.sec.gov. The Company cautions that the list of risks, uncertainties and other factors described in the AIF is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.
Opening on Florida's Atlantic coast brings the Company's Florida dispensary count to 79 and 189 nationwide
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announced the opening of a new Florida dispensary: Curaleaf Wellington, located at 2495 S State Road 7, Suite 101, Wellington, FL 33414. The new store increases the Company's Florida footprint to 79 dispensaries and its nationwide total to 189 stores.
Located in Palm Beach County, Curaleaf Wellington sits on State Road 7 in the Wellington Green commercial district, near The Mall at Wellington Green and the Forest Hill Boulevard intersection, putting it within easy reach of patients in Wellington, Royal Palm Beach, Greenacres, and Lake Worth. Home to more than 61,000 residents, the Village of Wellington is best known as a world-class equestrian destination. Each winter, Wellington International hosts the Winter Equestrian Festival, the largest and longest-running horse show in the world, while the village's 9,000-acre Equestrian Preserve protects the polo fields, show grounds, and more than 100 miles of public bridle trails that define daily life there. That identity carries into the store itself, where a custom mural features locally inspired artwork celebrating the community and its equestrian heritage. The store will offer a wide range of products, including Curaleaf's Florida-exclusive Reef flower, Dark Heart ultra-premium flower, FIND flower, Anthem pre-rolls, and the Select Briq 2 all-in-one vape.
"Florida is one of the most important medical cannabis markets in the country, and its patient community keeps growing," said Boris Jordan, Chairman and CEO of Curaleaf. "Every new store we open is a commitment to grow alongside that community. With Wellington, we're bringing reliable care and high-quality products closer to home for more patients across Palm Beach County."
A grand opening celebration will take place at Curaleaf Wellington on Friday, October 16 and Saturday, October 17, beginning at 9:00 A.M. ET both days. The celebration will feature special promotions, giveaways, and in-store activations. Promotional offers include a spend-and-get pre-roll offer, a free eighth for the first 25 patients with a qualifying medical card each day, and a free 0.5g Curaleaf 510 cartridge with a qualifying purchase.
Curaleaf Wellington will operate Monday through Saturday from 9:00 A.M. to 8:30 P.M. ET, and Sunday from 10:00 A.M. to 7:00 P.M. ET. For more information about Curaleaf's Florida dispensaries, products, and patient resources, please visit https://curaleaf.com/dispensary/florida.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, FIND, Dark Heart, and Anthem, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Forward-Looking Statements
This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the opening of a dispensary in Wellington, Florida. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this news release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is discussed in the Company's Form 8-K dated August 5, 2026 together with the annual report on Form 10-K for the year ended December 31, 2025 and the quarterly report on Form 10-Q for the quarter ended March 31, 2026, attached as exhibits thereto, as well as the Form 10-Q for the quarter ended June 30, 2026, each of which documents have been filed on the Company's EDGAR profile at www.sec.gov/edgar and SEDAR+ profile at www.sedarplus.ca, and as described from time to time in documents filed by the Company with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.
Investing in artificial intelligence (AI) stocks has been all the rage in recent years. Nvidia, Palantir Technologies, and Broadcom have been among the most popular investments due to their impressive results and growth potential.
But valuations are high, and talk of a bubble having formed is undeniable. While there may still be room for AI stocks to rise higher, there's also plenty of room for them to crash if there are cracks in their growth stories.
For growth investors seeking deep value stocks that truly offer considerable upside, there may be another industry to focus on instead, one that's been largely forgotten: cannabis.
Image source: Getty Images.
Why there may be a resurgence in the cannabis industryMarijuana legalization isn't on the horizon, but under the Trump administration, there has been a greater push for reform. Earlier this year, regulators moved forward with plans for rescheduling medical marijuana from a Schedule I substance to Schedule III, which was seen as a big win for the industry, potentially paving the way for future legalization. While the rescheduling process has recently been delayed, causing concern among cannabis investors, it's still expected to take place.
And despite marijuana remaining illegal at the federal level, cannabis companies have continued to operate in the U.S. for years, as marijuana is legal in dozens of states. While crossing state lines remains illegal, companies have still been able to amass significant sales numbers. Curaleaf Holdings (CURLF -1.49%) is a leader in the industry, generating $1.3 billion in revenue in the trailing 12 months. Other companies in the industry that have generated over $1 billion also include Green Thumb Industries and Trulieve Cannabis.
Greater reform in the industry could, however, unlock more opportunities and efficiencies that can drastically improve their financials and long-term growth prospects.
Legalization could also lead to job growth and boost the economy. It has the potential to be a compelling election issue to watch for in the future, which could make cannabis stocks much more attractive investments.
There is significant upside potential for investors willing to take on some riskCuraleaf is a top cannabis company, but it has still experienced a 73% loss in value over the past five years. Even though it's doing well and growing its operations, it's the lack of reform, legalization, and optimism around the industry that's been weighing on it and other cannabis stocks.
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However, with a low market cap of $2.4 billion, this is precisely the type of growth stock that I could see go to 10x its value in the future. There would need to be further reform in the industry, which is by no means a certainty, but I believe there is plenty more upside with investing in the top cannabis stocks than there is chasing already highly valued AI stocks.
Investors, however, will need to be patient and be willing to hunker down for the long haul with these types of investments, as there's no guarantee as to how long it'll take for there to be a catalyst that sends their valuations higher.
There's nothing quite like talk of an acquisition that can send a stock soaring quickly. Aurora Cannabis (ACB -3.12%) stock has been flying recently, as it has benefited from the takeover attempt that Curaleaf Holdings (CURLF -1.49%) launched a few months ago.
In August, Curaleaf announced plans for a hostile takeover of Aurora, after expressing frustration with efforts to pursue a deal privately. Curaleaf is a large multistate operator and one of the largest cannabis companies in the U.S. market, while Aurora is a Canadian-based cannabis company with a growing presence internationally, which is the key attraction for Curaleaf.
Recently, Curaleaf raised its offer for Aurora, in the hopes of swaying shareholders. As a result of the recent offers, Aurora's stock has taken off, rising by around 25% since Curaleaf first announced plans to make a bid. Can it still rise higher, and is now a good time to buy Aurora's stock?
Image source: Getty Images.
Curaleaf raises offer to $5Last week, Curaleaf announced it was going to raise the value of its offer for Aurora to $5. Previously, it had offered $4. Both offers are based on a mix of cash and stock.
Aurora released a press release, urging its shareholders not to take any action and that the company has a special committee which will thoroughly review the offer and provide shareholders with a formal recommendation. It also noted that shareholders won't have to make any decision until Dec. 4 or later, based on the offer's expiry date.
Previously, Aurora was adamant that the offer didn't reflect the company's value sufficiently. Now, however, the Board of Directors is taking the matter more seriously with a committee evaluating the bid.
There is the possibility that the offer ends up being rejected, at which point Curaleaf may raise its offer yet again, or perhaps walk away from the deal.
The last time Aurora's stock was trading at $5 or more was last December. But given the stock's 94% decline over the past five years, long-term investors may not be jumping at the chance to take the deal, particularly if they are hopeful of a better future ahead, with Aurora focusing on expanding into international cannabis markets.
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Why I believe Aurora's stock will go higher before the end of the yearIn recent years, Aurora has simplified its business and become less reliant on the Canadian cannabis market and instead focused its efforts internationally. It's still an unprofitable company, and there's a ton of risk here. But with Curaleaf showing a great deal of interest in the business, it's a good sign to investors that there are some quality assets in its portfolio. Curaleaf could have gone for Tilray Brands or Canopy Growth, but it opted for Aurora instead.
I don't think Aurora investors will rush to take the $5 offer simply because the stock is already fairly low with a market cap of around $280 million. Meanwhile, I think the international business is compelling enough for Curaleaf that it will continue to bid higher.
Investors, however, should tread carefully because if that doesn't happen and Curaleaf withdraws its offer, then Aurora's stock could quickly sink back down.
Curaleaf (OTCMKTS:CURLF – Get Free Report) and LogicMark (OTCMKTS:LGMKD – Get Free Report) are both healthcare companies, but which is the better investment? We will compare the two companies based on the strength of their institutional ownership, analyst recommendations, risk, profitability, earnings, valuation and dividends.
Insider and Institutional Ownership 0.0% of Curaleaf shares are owned by institutional investors. Comparatively, 7.9% of LogicMark shares are owned by institutional investors. 2.2% of LogicMark shares are owned by company insiders. Strong institutional ownership is an indication that large money managers, endowments and hedge funds believe a stock will outperform the market over the long term.
Risk & Volatility Curaleaf has a beta of 1.55, meaning that its share price is 55% more volatile than the S&P 500. Comparatively, LogicMark has a beta of 1.67, meaning that its share price is 67% more volatile than the S&P 500.
Analyst Ratings This is a summary of recent ratings and recommmendations for Curaleaf and LogicMark, as reported by MarketBeat. Sell Ratings Hold Ratings Buy Ratings Strong Buy Ratings Rating Score Curaleaf 0 0 2 2 3.50 LogicMark 0 1 0 0 2.00 Curaleaf presently has a consensus price target of $6.00, indicating a potential downside of 36.10%. Given Curaleaf’s stronger consensus rating and higher possible upside, analysts plainly believe Curaleaf is more favorable than LogicMark.
Profitability This table compares Curaleaf and LogicMark’s net margins, return on equity and return on assets.
Net Margins Return on Equity Return on Assets Curaleaf -2.62% -0.88% -0.26% LogicMark -90.21% -57.08% -44.90% Earnings and Valuation This table compares Curaleaf and LogicMark”s top-line revenue, earnings per share (EPS) and valuation.
Gross Revenue Price/Sales Ratio Net Income Earnings Per Share Price/Earnings Ratio Curaleaf $1.27 billion 1.73 -$231.07 million ($0.13) -72.23 LogicMark $9.90 million 0.09 -$9.00 million ($94.52) -0.01 LogicMark has lower revenue, but higher earnings than Curaleaf. Curaleaf is trading at a lower price-to-earnings ratio than LogicMark, indicating that it is currently the more affordable of the two stocks.
Summary Curaleaf beats LogicMark on 10 of the 15 factors compared between the two stocks.
About Curaleaf (Get Free Report)
Curaleaf Holdings, Inc. operates a cannabis operator in the United States. It operates through two segments, Domestic Operations and International Operations. The company offers flower, pre-rolls, flower pots, and dry-herb vaporizer cartridges; concentrates for vaporizing which includes pre-filled vaporizer cartridges and disposable vaporizer pens; and concentrates for dabbing, such as mints, distillate droppers, mints, topical balms and lotions, tinctures, lozenges, capsules, and edibles. It also provides hemp-based products and cannabinoids, such as cannabidiol and cannabigerol. In addition, the company engages in the cultivation, production, and sale of cannabis products through retail and wholesale channels. The company is headquartered in New York, New York.
About LogicMark (Get Free Report)
LogicMark, Inc. provides personal emergency response systems (PERS), health communications devices, and Internet of Things (IoT) technology that creates a connected care platform in the United States. The company’s devices provide people with the ability to receive care at home and age independently and to check, manage, and monitor a loved one’s health and safety remotely. It also manufactures and distributes non-monitored and monitored personal emergency response systems, which are offered through the United States Veterans Health Administration (VHA), direct-to-consumers, healthcare durable medical equipment dealers and distributors, monitored security dealers and distributors, and its ecommerce website logicmark.com and Amazon.com. The company was formerly known as Nxt-ID, Inc. and changed its name to LogicMark, Inc. in March 2022. LogicMark, Inc. was founded in 2006 and is based in Louisville, Kentucky.
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Aurora's Special Committee will commence a thorough and independent review of the revised Hostile Bid and the Board will provide a formal recommendation to shareholders once the review is complete. Shareholders are advised to TAKE NO ACTION pending a formal recommendation. Aurora shareholders will have until at least December 4, 2026, to consider their options. Questions about the Hostile Bid or would like to stay informed? Please contact Kingsdale Advisors toll-free at 1-800-749-9052 within North America, call or text 416-623-4172 or at [email protected]. , /PRNewswire/ -- Aurora Cannabis Inc. ("Aurora" or the "Company") (TSX: ACB) (NASDAQ: ACB), the Canadian-based leading global medical cannabis company, responded today to a press release issued by Curaleaf Holdings, Inc. ("Curaleaf") (TSX: CURA) (OTCQX: CURLF) regarding the filing of a Notice of Variation and Change to revise its hostile take-over bid (the "Hostile Bid") for all of the issued and outstanding common shares of the Company (the "Aurora Shares") to offer revised implied consideration of US$5.00 per Share, consisting of 0.4013 subordinate voting shares of Curaleaf plus US$1.00 in cash per Aurora Share.
"The filing of a revised Hostile Bid is simply the next step in the process, not a deadline to make a decision. Investors deserve the chance to review the revised Hostile Bid and decide for themselves whether it reflects the full value of the company they already own. Our Board and Special Committee are commencing their review, and until Aurora's formal recommendation is available, we urge investors to take no action," said Miguel Martin, Executive Chairman and CEO of Aurora.
"Once the review is complete, the Board will communicate its recommendation and provide the relevant information to shareholders to support them in considering their options," concluded Mr. Martin.
The Company will provide a comprehensive response to Aurora shareholders in a timely manner once the Special Committee has completed its review and the Board has made its recommendation with respect to the revised Hostile Bid.
Take No Action
Aurora shareholders are advised to TAKE NO ACTION on the Hostile Bid as previously recommended on September 2, 2026 and to wait for further communication from the Board of Directors. Aurora shareholders will have until at least December 4, 2026, to consider their options, being the revised expiry date of Curaleaf's Hostile Bid.
The Special Committee will consider the Hostile Bid with its advisors before making a recommendation to the Board. Aurora shareholders will be notified of the Board's formal recommendation through a news release and Directors' Circular.
Shareholder Assistance
Aurora shareholders with questions about the Hostile Bid or who would like to stay informed may contact Kingsdale Advisors, the Company's strategic advisor and information agent:
Toll-Free (within North America): 1-800-749-9052 Call or Text: 416-623-4172 Email: [email protected] Visit protectaurora.com About Aurora Cannabis
Aurora is a global leader in medical cannabis, dedicated to improving lives through scientific expertise, proven performance, and a deep commitment to patient care. Aurora serves medical markets across Canada, Europe, Australia, and New Zealand with a portfolio of trusted, leading brands including Aurora®, MedReleaf®, Pedanios®, IndiMed™, San Raf®, and Whistler Medical Marijuana Corporation®. With world-class GMP-certified manufacturing facilities in Canada and Germany, and a team of industry-leading professionals, Aurora continues to expand its global footprint and deliver consistent, high-quality cannabis products with the purpose of Opening the World to Cannabis™.
Learn more at www.auroramj.com and follow us on X and LinkedIn.
Aurora's common shares trade on the NASDAQ and TSX under the symbol "ACB".
Aurora has filed a Solicitation/Recommendation Statement on Schedule 14D-9F with the U.S. Securities and Exchange Commission (the "SEC"), which includes a Director's Circular, dated September 1, 2026. Investors are urged to read this document and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, when they become available, before making any investment decision with respect to the Hostile Bid. The Hostile Bid is made for the securities of a Canadian issuer and while the Hostile Bid is subject to disclosure requirements of Canada, investors should be aware that these requirements are different from those of the United States. The enforcement by investors of civil liabilities under the U.S. federal securities laws may be affected adversely by the fact that the issuer is located in Canada, and that some or all of its officers and directors are residents of Canada.
Forward Looking Statements
This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities laws ("forward-looking statements"). Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements made in this news release include, but are not limited to, statements and information about Curaleaf's revised Hostile Bid, including the revised consideration, the Special Committee's planned review of the revised Hostile Bid and any recommendation with respect to the same.
These forward-looking statements are only predictions. Forward-looking information or statements contained in this news release have been developed based on the Company and its management's good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company's business and operations in the future. Forward-looking information and statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made including, among other things, assumptions about: development costs remaining consistent with budgets; the ability to manage anticipated and unanticipated costs; access to favorable equity and debt capital markets; the ability to raise sufficient capital to advance the business of the Company; favorable operating and economic conditions; political and regulatory stability; obtaining and maintaining all required licenses and permits; receipt of governmental approvals and permits; sustained labour stability; stability in financial and capital goods markets; favorable production levels and costs from the Company's operations; the pricing of various cannabis products; the level of demand for cannabis products; the availability of third-party service providers and other inputs for the Company's operations; and the Company's ability to conduct operations in a safe, efficient, and effective manner. The Company does not give any assurance that the assumptions on which forward-looking information or statements are based will prove to be correct, or that the Company's business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company's control. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. These risks include, but are not limited to, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of our products, customer experience and retention, the development of third party government and non-government consumer sales channels, management's estimates of consumer demand in Canada and in jurisdictions where the Company exports, expectations of future results and expenses, the availability of additional capital to complete construction projects and facilities improvements, the risk of successful integration of acquired business and operations, management's estimation that SG&A will grow only in proportion to revenue growth, the ability to expand and maintain distribution capabilities, the impact of competition, the general impact of financial market conditions, the yield from cannabis growing operations, product demand, changes in prices of required commodities, competition, and the possibility for changes in laws, rules, and regulations in the industry, epidemics, pandemics or other public health crisis, and other risks as set out under the heading "Risk Factors" in the Company's annual information form dated June 10, 2026 (the "AIF") and filed with Canadian securities regulators available on the Company's issuer profile on SEDAR+ at www.sedarplus.com and filed with and available on the SEC's website at www.sec.gov. The Company cautions that the list of risks, uncertainties and other factors described in the AIF is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.
Curaleaf Files Update to Offering CircularPR NewswireSTAMFORD, Conn., Oct. 6, 2026Curaleaf has filed a formal update to its Circular incorporating its previousl
Curaleaf has filed a formal update to its Circular incorporating its previously announced increased Offer for Aurora Curaleaf continues to call on Aurora to engage regarding its Offer and provide shareholders with a comprehensive view of the potential of the combined businesses STAMFORD, Conn., Oct. 6, 2026 /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer and medical cannabis products, today announced that it has filed a Notice of Variation, Change and Extension ("Notice of Variation") to increase its offer (the "Enhanced Offer") to acquire all of the issued and outstanding common shares (the "Aurora Shares") of Aurora Cannabis Inc. ("Aurora") for consideration consisting of subordinate voting shares of Curaleaf (the "Curaleaf Shares") and cash.
The multi-year cannabis sector bear market is starting to give way to a calculated wave of industry consolidation. Behind the urge to merge is a significant shift in U.S. federal regulatory policy, encouraging better-capitalized operators to secure global supply chains before tax relief drives widespread multiple expansion.
At the center of this structural shift is a hostile bidding war. Multi-state operators are aggressively targeting distressed assets, looking to acquire international infrastructure and clean balance sheets at a discount to replacement costs.
Get Aurora Cannabis alerts:
The Schedule III Catalyst Changing the GameIn April 2026, the Department of Justice issued an order placing state-regulated medical cannabis into Schedule III. For fundamental investors, this is a cash-flow event, not just a headline. Under Schedule I, Section 280E of the U.S. tax code, cannabis businesses cannot deduct ordinary operating expenses. This archaic rule forces companies to pay taxes on gross profit rather than net income, artificially crushing operating margins across the industry. Moving medical cannabis to Schedule III removes this tax burden, allowing operators to deduct standard expenses like payroll, rent, and marketing.
The regulatory timeline recently fractured, creating a specific opportunity. In September 2026, a Drug Enforcement Administration administrative law judge paused the broader adult-use rescheduling process. This regulatory delay created a highly specific, narrow window for multi-state operators.
Companies that scale their global medical footprints now can capture immediate tax parity, while recreational-only operators remain sidelined by federal tax burdens. This divergence in tax treatment may be one catalyst driving the current wave of cross-border asset consolidation. Acquirers may see an opportunity to secure medical infrastructure before broader regulatory benefits are fully reflected in valuations.
Why Aurora Cannabis Is the Ultimate TargetCuraleaf Today
$10.04 +0.28 (+2.87%)
As of 12:03 PM Eastern
$5.40▼
$15.15$6.00
Curaleaf Holdings, Inc. OTCMKTS: CURLF is moving aggressively during this regulatory window. Curaleaf recently filed a Notice of Variation and Change, escalating its hostile takeover attempt of Aurora Cannabis NASDAQ: ACB.
The revised bid increases the total implied consideration by 25% to $5 per share. The offer is structured as 0.4013 Curaleaf shares plus a cash component bumped by 33% to $1 per share. A newly established cap price of $6 per share offers a maximum 118% premium over Aurora Cannabis's pre-bid trading levels.
Part of the logic behind this hostile maneuver lies squarely in the balance sheet. Curaleaf operates with a market capitalization of roughly $2.31 billion and generates about $1.27 billion in annual sales. Curaleaf is managing a negative net margin of 2.62%.
Acquiring Aurora Cannabis could help strengthen Curaleaf’s financial and operating profile. Aurora Cannabis holds no debt and approximately $105 million in cash, restricted cash, short-term investments and cash equivalents. Before the bid, Aurora Cannabis traded at a steep discount to replacement cost with a price-to-book ratio of 0.72.
Aurora Cannabis Today
ACB
Aurora Cannabis
$4.50 +0.05 (+1.01%)
As of 12:19 PM Eastern
This is a fair market value price provided by Massive. Learn more.
$2.56▼
$6.66Absorbing Aurora Cannabis allows Curaleaf to leverage 280E tax relief across a broader, EU-GMP-certified global medical supply chain while injecting clean cash into its operations. Recognizing the value of its debt-free position, Aurora Cannabis management is deploying defensive tactics.
By filing complaints with the Alberta Securities Commission regarding alleged disclosure deficiencies, Aurora Cannabis is attempting to stall the takeover. This defensive posture pressures the acquirer to increase the cash component, preventing Aurora Cannabis from surrendering its balance sheet cash at a distressed multiple. Institutional traders are pricing in a finalized premium payout or a competing bidder, as call option volume on Aurora Cannabis shares recently surged 248% above the daily average.
Tilray Earnings Will Test Sector StrengthTilray Brands Today
$3.78 +0.07 (+1.75%)
As of 12:19 PM Eastern
This is a fair market value price provided by Massive. Learn more.
$3.54▼
$23.20$6.38
While Curaleaf and Aurora Cannabis battle over valuation, the broader health of legacy Canadian operators will face an immediate test when Tilray Brands NASDAQ: TLRY reports its first-quarter fiscal year 2027 (FY2027) earnings on Oct. 8. Tilray Brands serves as a key near-term barometer of the sector's underlying macroeconomic health.
Last quarter, Tilray Brands delivered a top-line beat, reporting $281.71 million in revenue against estimates of $246.30 million. Despite revenue growth, Tilray Brands missed on the bottom line, reporting an earnings-per-share loss of 43 cents and a trailing earnings-per-share loss of -$1.08.
For investors monitoring the M&A landscape, Tilray's upcoming earnings report is entirely about cash-burn rates. If Tilray Brands demonstrates balance sheet stabilization, target operators across the sector gain leverage to demand higher acquisition premiums from U.S. buyers. If cash burn accelerates, it signals further sector weakness, giving U.S. acquirers the upper hand to absorb distressed assets at a steep discount.
Playing the Takeover War Through ETFsAdvisorShares Pure US Cannabis ETF Today
MSOS
AdvisorShares Pure US Cannabis ETF
$4.49 +0.10 (+2.16%)
As of 12:19 PM Eastern
This is a fair market value price provided by Massive. Learn more.
$2.96▼
$7.25$854.12 million
Navigating single-stock execution risk during a hostile bidding war requires a high risk tolerance. Investors looking to capture the aggregate upside of Schedule III multiple expansion have an alternative capitalization vehicle.
The AdvisorShares Pure U.S. Cannabis ETF NYSEARCA: MSOS offers a structural hedge for capital seeking exposure to the broader industry consolidation without absorbing the dilution and integration risks inherent in individual corporate battles.
Operating as a non-diversified fund with about $868 million in assets under management and a 0.74% expense ratio, the U.S. Cannabis ETF tracks a basket of U.S. multi-state operators. As medical operators achieve tax parity and look to roll up distressed Canadian assets, the fund's underlying holdings stand to benefit from sector-wide margin expansion. The ETF offers a measured way to capitalize on the current regulatory shift without guessing which acquisition target will deliver the highest return.
Strategic Moves for Cannabis InvestorsThe escalated bid for Aurora Cannabis confirms that institutional capital views current sector valuations as a fundamental floor. Multi-state operators are unwilling to wait for the DEA to finalize recreational guidelines, choosing instead to consolidate medical supply chains immediately to capture early tax advantages.
Investors evaluating this sector might consider monitoring balance sheet health rather than just top-line revenue. Companies with zero debt and long cash runways may be prime acquisition targets, while highly leveraged operators may struggle to participate in the consolidation phase.
Cautious investors may prefer sector-wide funds to gain exposure to the anticipated arrival of tax relief, while those with higher risk tolerance can evaluate individual operators with clear paths to positive cash flow following the Schedule III transition. The current environment may favor operators with stronger balance sheets and the strategic foresight to scale before regulatory tailwinds fully materialize.
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Curaleaf has yet to file a Notice of Variation and Change to revise its offer. Once filed, the Special Committee will complete a thorough and comprehensive review prior to issuing a formal recommendation to shareholders Aurora's application to the Alberta Securities Commission delivered results for shareholders: Curaleaf's latest update indicates that Aurora shareholders will be provided with pro forma financials and a bid timeline that complies with securities laws Questions about the Hostile Bid or would like to stay informed? Please contact Kingsdale Advisors toll-free at 1-800-749-9052 within North America, call or text 416-623-4172 or at [email protected]. , /PRNewswire/ - Aurora Cannabis Inc. ("Aurora" or the "Company") (TSX: ACB) (NASDAQ: ACB), the Canadian-based leading global medical cannabis company, responded today to a press release issued by Curaleaf Holdings, Inc. ("Curaleaf") regarding its stated intention to file a Notice of Variation and Change to revise its hostile take-over bid (the "Hostile Bid") for all of the issued and outstanding common shares of the Company (the "Aurora Shares") to offer revised implied consideration of US$5.00 per Share, consisting of 0.4013 subordinate voting shares of Curaleaf plus US$1.00 in cash per Aurora Share.
Miguel Martin, Executive Chairman and CEO of Aurora stated, "Today's announcement by Curaleaf is not a formal revised bid, and Aurora has not yet received the materials required to conduct a full and proper evaluation. While the announcement suggests an intention to address concerns Aurora identified with Curaleaf's initial Hostile Bid, the Special Committee of independent directors will review any formal revised offer once received with the same rigorous, independent and disciplined process applied previously. The Committee's focus remains on determining what is in the best interests of Aurora and Aurora shareholders, and the Board will communicate its recommendation once that review is complete."
The Company expects to provide a more comprehensive response to Aurora shareholders in a timely manner once the Special Committee has completed its review and the Board has made its recommendation with respect to the revised hostile bid.
Take No Action
Aurora shareholders are advised to take NO action on the Hostile Bid as previously recommended on September 2, 2026 and wait for further communication from the Board of Directors . Aurora shareholders will have until at least December 4, 2026 to consider their options, being the revised expiry date of Curaleaf's offer.
The Board has formed a special committee of independent directors (the "Special Committee"). The Special Committee will consider the Offer with its advisors before making a recommendation to the Board. Aurora shareholders will be notified of the Board's formal recommendation through a news release and Directors' Circular within 15 days, in accordance with applicable securities laws.
Aurora's Application to the Alberta Securities Commission Delivers Results
Curaleaf's actions also demonstrate that Aurora's application to the Alberta Securities Commission delivered results for Aurora Shareholders. In particular, Aurora's application identified several deficiencies in Curaleaf's circular that were contrary to the takeover bid rules and deprived shareholders of sufficient information and time needed to fully evaluate Curaleaf's Hostile Bid, including the following:
Failure to provide pro forma financial statements that would allow Aurora shareholders to understand the financial condition of the combined company if the Hostile Bid were successful; and Failure to hold the Hostile Bid open for the minimum deposit period required by securities laws, which allows Aurora shareholders the full amount of time required by law to consider the Hostile Bid. Curaleaf, in response to the concerns raised by Aurora in its application, has now agreed to amend its bid circular both to include the required pro forma financial statements and to extend the expiry time for the Hostile Bid to 11:59pm (Mountain Time) on December 4, 2026.
Shareholder Assistance
Aurora shareholders with questions about the Hostile Bid or who would like to stay informed may contact Kingsdale Advisors, the Company's strategic advisor and information agent:
Toll-Free (within North America): 1-800-749-9052 Call or Text: 416-623-4172 Email: [email protected] Visit protectaurora.com Shareholders should take NO action at this time. Shareholders should wait until the Board has provided its formal recommendation regarding the Hostile Bid.
About Aurora Cannabis
Aurora is a global leader in medical cannabis, dedicated to improving lives through scientific expertise, proven performance, and a deep commitment to patient care. Aurora serves medical markets across Canada, Europe, Australia, and New Zealand with a portfolio of trusted, leading brands including Aurora®, MedReleaf®, Pedanios®, IndiMed™, San Raf®, and Whistler Medical Marijuana Corporation®. With world-class GMP-certified manufacturing facilities in Canada and Germany, and a team of industry-leading professionals, Aurora continues to expand its global footprint and deliver consistent, high-quality cannabis products with the purpose of Opening the World to Cannabis™.
Learn more at www.auroramj.com and follow us on X and LinkedIn.
Aurora's common shares trade on the NASDAQ and TSX under the symbol "ACB".
Aurora has filed a Solicitation/Recommendation Statement on Schedule 14D-9F with the U.S. Securities and Exchange Commission (the "SEC"), which includes a Director's Circular, dated September 1, 2026. Investors are urged to read this document and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, when they become available, before making any investment decision with respect to the Hostile Bid. The Hostile Bid is made for the securities of a Canadian issuer and while the Hostile Bid is subject to disclosure requirements of Canada, investors should be aware that these requirements are different from those of the United States. The enforcement by investors of civil liabilities under the U.S. federal securities laws may be affected adversely by the fact that the issuer is located in Canada, and that some or all of its officers and directors are residents of Canada.
Forward Looking Statements
This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities laws ("forward-looking statements"). Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements made in this news release include, but are not limited to, statements and information about Curaleaf's revised Hostile Bid, including the revised consideration, the Special Committee's planned review of the revised Hostile Bid and any recommendation with respect to the same.
These forward-looking statements are only predictions. Forward-looking information or statements contained in this news release have been developed based on the Company and its management's good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company's business and operations in the future. Forward-looking information and statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made including, among other things, assumptions about: development costs remaining consistent with budgets; the ability to manage anticipated and unanticipated costs; access to favorable equity and debt capital markets; the ability to raise sufficient capital to advance the business of the Company; favorable operating and economic conditions; political and regulatory stability; obtaining and maintaining all required licenses and permits; receipt of governmental approvals and permits; sustained labour stability; stability in financial and capital goods markets; favorable production levels and costs from the Company's operations; the pricing of various cannabis products; the level of demand for cannabis products; the availability of third-party service providers and other inputs for the Company's operations; and the Company's ability to conduct operations in a safe, efficient, and effective manner. The Company does not give any assurance that the assumptions on which forward-looking information or statements are based will prove to be correct, or that the Company's business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company's control. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. These risks include, but are not limited to, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of our products, customer experience and retention, the development of third party government and non-government consumer sales channels, management's estimates of consumer demand in Canada and in jurisdictions where the Company exports, expectations of future results and expenses, the availability of additional capital to complete construction projects and facilities improvements, the risk of successful integration of acquired business and operations, management's estimation that SG&A will grow only in proportion to revenue growth, the ability to expand and maintain distribution capabilities, the impact of competition, the general impact of financial market conditions, the yield from cannabis growing operations, product demand, changes in prices of required commodities, competition, and the possibility for changes in laws, rules, and regulations in the industry, epidemics, pandemics or other public health crisis, and other risks as set out under the heading "Risk Factors" in the Company's annual information form dated June 10, 2026 (the "AIF") and filed with Canadian securities regulators available on the Company's issuer profile on SEDAR+ at www.sedarplus.com and filed with and available on the SEC's website at www.sec.gov. The Company cautions that the list of risks, uncertainties and other factors described in the AIF is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.
Curaleaf Hldgs Inc. (OTCQX:CURLF), the Connecticut-based cannabis company, has raised its offer for Aurora Cannabis Inc (TSX:ACB, NASDAQ:ACB), a Canadian cannabis producer, by 25% to a total implied value of $5 per Aurora share in cash and stock.
The new price is 86% above Aurora's 30-day volume-weighted average share price of $2.75 as of August 10, the day before Curaleaf announced its intention to make its initial offer.
Aurora shareholders would receive 0.4013 Curaleaf shares plus $1 in cash for each Aurora share, with the cash portion up 33% and representing about 20% of the consideration.
Curaleaf also lifted the cap price, the maximum consideration per Aurora share, by 20% to $6, a 118% premium to Aurora's August 10 unaffected share price.
Boris Jordan, Curaleaf's chairman and chief executive, said the company improved the offer despite Aurora refusing to engage and provide access to customary due diligence, the review of a target's financial and legal records.
The enhanced proposal was developed solely from publicly available information, and Jordan urged Aurora's board to engage in good-faith discussions, saying shareholders deserve a fair and open process if other parties are being given access.
Jordan said Curaleaf has met with a significant percentage of Aurora's shareholders in recent weeks, all of whom support the strategic rationale for the deal.
A combined company would operate in 17 countries, with more than $1.5 billion of last-twelve-month revenue, nearly $350 million of last-twelve-month adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) and at least $40 million of expected annual cost synergies.
Curaleaf expects at least $40 million of annual cost savings and says the combined company, valued above $3 billion, would have a lower cost of capital than Aurora today.
The news sent shares of Aurora Cannabis around 16% higher in New York and Toronto on Monday morning.
Curaleaf shares were essentially flat at C$14.18 in Toronto.
Increases total implied consideration by 25% to US$5.00 per Aurora Share, representing a premium of 86% to Aurora's Unaffected Share Price
Increases Cash consideration by 33% to US$1.00 per Aurora Share, which represents approximately 20% of the consideration mix
Increases Share Consideration to 0.4013 Curaleaf shares per Aurora Share and increases the Cap Price by 20% to US$6.00 per share
Enhanced proposal developed solely from publicly available information; Curaleaf remains committed to engaging with Aurora in a formal due diligence process and urges Aurora's Board to engage in good faith discussions regarding the Enhanced Offer
Enhanced Offer continues to provide Aurora Shareholders with the opportunity to become owners of the premium global cannabis platform and participate in the significant long-term upside of the combined company
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer and medical cannabis products, today announced that it will file a Notice of Variation and Change to increase its offer (the "Enhanced Offer") to acquire all of the issued and outstanding common shares (the "Aurora Shares") of Aurora Cannabis Inc. ("Aurora") for consideration consisting of subordinate voting shares of Curaleaf (the "Curaleaf Shares") and cash.
Under the terms of the Enhanced Offer, Aurora shareholders would receive total implied consideration of US$5.00 per Aurora Share, comprised of 0.4013 Curaleaf Shares (the "Share Consideration") plus US$1.00 cash (the "Cash Consideration", and collectively with the Share Consideration, the "Amended Consideration") based on Curaleaf's U.S. dollar equivalent closing share price of C$14.21 (C$1.00 = US$0.7015) on October 2, 2026. Based on Aurora's 30-day volume weighted average price ("VWAP") of US$2.75 as of August 10, 2026 (the day before Curaleaf announced its intention to make its initial Offer (the "Unaffected Share Price"), the Enhanced Offer represents a premium of 86% to Aurora's Unaffected Share Price. Excluding the value of the cash and cash equivalents that Aurora has on its balance sheet, including its subsequent equity issuances pursuant to its at-the-market ("ATM") program issued during its fiscal first quarter, the Enhanced Offer represents a premium of 217% to the ex-cash Unaffected Share Price.
The Enhanced Offer will also increase the Offer's maximum consideration per Aurora Share from US$5.00 to US$6.00 (the "Cap Price"). The Cap Price would represent a premium of 118% to Aurora's Unaffected Share Price and a 295% premium to the ex-cash Unaffected Share Price.
Boris Jordan, Chairman of the Board and Chief Executive Officer of Curaleaf, stated:
"Over the past several weeks, we have met with a significant percentage of Aurora's shareholder base, all of whom are supportive of the strategic rationale for the deal. This increased offer reflects careful consideration and shareholder input, demonstrating our continued commitment to reaching a successful outcome.
"Importantly, we are enhancing our proposal despite Aurora's refusal to engage and provide access to customary due diligence. We view this as a significant good-faith step that demonstrates our conviction in the merits of a combination and the value creation opportunity it represents.
"We have demonstrated our willingness to act in the best interest of shareholders. While this is not how we would expect to engage in a sale process, we are prepared to act because we believe strongly in the value creation opportunity. Importantly, if Aurora is providing diligence access to other parties, shareholders deserve a fair and open process that includes Curaleaf."
A combination of Curaleaf and Aurora would create the global cannabis leader, with operations across 17 countries, more than US$1.5 billion of last-twelve-month ("LTM") revenue, nearly US$350 million of LTM Adjusted EBITDA and at least US$40 million of expected annual cost synergies. Aurora shareholders would retain exposure to Aurora's international business while gaining ownership in Curaleaf's leading U.S. platform and future regulatory upside.
The combined company would be a larger, more diversified global cannabis platform with a pro forma market capitalization in excess of US$3 billion, with its scale, diversity and enhanced liquidity providing a significantly lower cost of capital than Aurora has today, providing Aurora shareholders with greater opportunities to capitalize on the global cannabis sector.
Curaleaf will be filing a Notice of Variation, Change and Extension (the "Notice of Variation and Change") to its Offer to Purchase and Circular and related offer materials to reflect the Enhanced Offer with the applicable Canadian securities regulatory authorities and a new Registration Statement on Form F-80 with the U.S. Securities and Exchange Commission. The Notice of Variation and Change is expected to be filed promptly. Aurora shareholders and other interested parties can find additional information regarding Curaleaf's Enhanced Offer, including materials and instructions on how to tender their shares, at grow.curaleaf.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
Although we do not believe required, as a sign of our commitment to the Enhanced Offer, the Notice of Variation and Change will also include the pro forma financial statements that Aurora suggests should be provided. The Notice of Variation and Change will also extend the Expiry Time under the Offer from 5:00pm (Mountain Time) on December 1, 2026 to 11:59pm (Mountain Time) on December 4, 2026.
IMPORTANT INFORMATION
This document does not constitute an offer to buy or the solicitation of an offer to sell any securities. The Offer by Curaleaf to purchase all outstanding common shares of Aurora is made solely by the Offer to Purchase and Circular dated August 18, 2026, as amended by the Notice of Variation and Change and as may be further amended or supplemented.
SECURITY HOLDERS ARE URGED TO READ THE NOTICE OF VARIATION AND CHANGE AS WELL AS THE OFFER TO PURCHASE AND CIRCULAR, THE REGISTRATION STATEMENTS ON FORM F-80, THE TENDER OFFER STATEMENT ON SCHEDULE 14D-1F, AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Free copies are available at www.sedarplus.ca, www.sec.gov or by contacting the Information Agent, Carson Proxy Advisors, at 1-800-530-5189 (toll-free), 416-751-2066 (local/text), or [email protected].
NOTICE TO U.S. SHAREHOLDERS
The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that the subject company is located in a foreign country, and that some or all of its officers and directors are residents of a foreign country.
Investors should be aware that the bidder or its affiliates, directly or indirectly, may bid for or make purchases of the issuer's securities subject to the offer or of the issuer's related securities, or of the bidder's securities to be distributed or of the bidder's related securities, during the period of the tender offer, as permitted by applicable Canadian laws or provincial laws or regulations.
Curaleaf has filed with the SEC a Registration Statement on Form F-80 under the U.S. Securities Act of 1933 and a Tender Offer Statement on Schedule 14D-1F under the U.S. Securities Exchange Act of 1934 and will promptly be filing amendments to both to reflect the Enhanced Offer. The Offer is being conducted in accordance with Section 14(e) of the Exchange Act and Regulation 14E.
THE OFFER AND THE OFFEROR SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY U.S. STATE SECURITIES COMMISSION, NOR HAS ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Curaleaf Shares to be issued under the Offer have not been registered or otherwise qualified for offer and sale in certain U.S. states where shareholders may reside. No offer is made in those states except to qualifying Exempt Institutional Investors as described in the Offer to Purchase and Circular.
FORWARD-LOOKING INFORMATION
This document contains "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of applicable U.S. securities laws. Such statements relate to, among other things, the expected benefits, timing, and effects of the Offer, the timing for filing of the Notice of Variation and Change, and anticipated synergies from a combination of Curaleaf and Aurora. Forward-looking statements can often be identified by words such as "believes," "expects," "anticipates," "may," "will," or similar expressions.
Actual results may differ materially due to risks including: changes in general economic conditions; failure to satisfy conditions to the Offer; failure to realize anticipated synergies; fluctuations in foreign exchange and interest rates; regulatory changes; and other risks described under "Risk Factors" in the Offer to Purchase and Circular. The safe harbor for forward-looking statements does not apply to statements made in connection with a tender offer. Security holders should not place undue reliance on forward-looking information. Curaleaf disclaims any obligation to update forward-looking information except as required by law.
AURORA INFORMATION
Information concerning Aurora herein is based solely on Aurora's publicly available filings and other public sources. Aurora has not reviewed this document. Neither Curaleaf nor its officers or directors assumes responsibility for the accuracy or completeness of such information.
ADDITIONAL INFORMATION
The disposition of Common Shares and the acquisition of Curaleaf shares may have U.S. and Canadian tax consequences; shareholders should consult their own tax advisors and review the tax disclosure contained in the Offer to Purchase and Circular which are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Contacts
Media Contact
Kekst CNC
[email protected]
Investor Contact
Curaleaf Holdings, Inc.
[email protected]
Shareholder Contact
Carson Proxy Advisors
North American Toll Free Phone: 1-800-530-5189
Local (Collect outside North America): 416-751-2066
Email: [email protected]
Curaleaf Holdings, Inc. (OTCMKTS:CURLF – Get Free Report) gapped down before the market opened on Wednesday. The stock had previously closed at $10.8060, but opened at $10.06. Curaleaf shares last traded at $9.98, with a volume of 62,126 shares changing hands.
Analyst Ratings Changes Several analysts recently issued reports on CURLF shares. Zacks Research raised shares of Curaleaf from a “hold” rating to a “strong-buy” rating in a research report on Tuesday, July 14th. Citigroup reaffirmed a “buy” rating on shares of Curaleaf in a research note on Thursday, August 6th. Three equities research analysts have rated the stock with a Strong Buy rating and two have given a Buy rating to the company. According to MarketBeat.com, the stock currently has a consensus rating of “Strong Buy”.
Get Our Latest Stock Analysis on CURLF
Curaleaf Stock Performance The company has a market cap of $2.40 billion, a PE ratio of -79.09 and a beta of 1.55. The company has a quick ratio of 0.73, a current ratio of 1.52 and a debt-to-equity ratio of 1.06. The company has a 50-day moving average of $9.78 and a 200-day moving average of $8.51. Curaleaf (OTCMKTS:CURLF – Get Free Report) last released its quarterly earnings results on Wednesday, August 5th. The company reported $0.05 EPS for the quarter, beating analysts’ consensus estimates of ($0.20) by $0.25. The business had revenue of $340.10 million during the quarter, compared to analyst estimates of $332.00 million. Curaleaf had a negative return on equity of 0.88% and a negative net margin of 2.62%. As a group, analysts anticipate that Curaleaf Holdings, Inc. will post 0.01 earnings per share for the current year.
Curaleaf Company Profile (Get Free Report)
Curaleaf Holdings, Inc is a cannabis company that cultivates, processes, manufactures and sells cannabis products. Through its retail dispensaries and wholesale operations, the company offers flower, pre-rolls, vaporizers, edibles, concentrates, tinctures and other cannabis-derived products for medical and adult-use markets, where permitted by law.
Curaleaf markets products under brands that include Curaleaf, Select and Grassroots. Its business is primarily focused on the United States, where it operates a network of cultivation and processing facilities, dispensaries and distribution operations across multiple state-regulated cannabis markets.
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2026 Round Up campaign runs October 1 - 31 in stores nationwide, benefiting Impact One Breast Cancer Foundation
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, is proud to kick off its annual Breast Cancer Action Month initiative. For the seventh consecutive year, Curaleaf is running its national at-register Round Up campaign, giving customers in every store the chance to round up their purchase, or donate $1 or $5, at checkout. This year's proceeds will support Impact One Breast Cancer Foundation, a nonprofit dedicated to providing prompt, hands-on support to people impacted by breast cancer.
Curaleaf is running its national at-register Breast Cancer Action Month Round Up campaign benefitting Impact One Breast Cancer Foundation. Since launching the program in 2020, Curaleaf and its customers have raised and donated more than $600,000 combined for Breast Cancer Action Month causes, including over $75,000 raised last year alone. This year's campaign continues that momentum, running October 1 through October 31 in all Curaleaf states except Ohio, where round-up campaigns are not permitted under state regulations.
"Seven years and $600,000 are huge milestones for our Breast Cancer Action Month initiative," said Boris Jordan, Curaleaf Chairman and CEO. "Those milestones are what Rooted in Good looks like in practice, with our teams and customers working together to put real resources into the hands of people who need them. This October, we're proud to partner with Impact One whose work supports people at some of the hardest moments of a breast cancer diagnosis. Every dollar rounded up this month helps make sure no one faces that alone."
Impact One was founded by a close circle of women, led by breast cancer survivor and advocate Elizabeth Ayers-Cluff, after experiencing firsthand how few immediate, practical resources exist for people navigating a breast cancer diagnosis. The organization's mission is to provide prompt support and resources to those impacted by breast cancer, easing the financial and emotional burden of treatment and recovery.
"We're honored to partner with Curaleaf in our mission to connect with and support those impacted by breast cancer," said Ayers-Cluff. "Curaleaf's customers will be making a real difference in people's lives, and we're grateful to them and to the Curaleaf team for putting this cause in front of so many."
To learn more about Rooted in Good and Curaleaf's corporate social responsibility initiatives, please visit https://curaleaf.com/rooted-in-good.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Forward Looking Statements
This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning Curaleaf's 2026 Breast Cancer Action Month initiative. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is discussed in the Company's Form 8-K dated August 5, 2026 together with the annual report on Form 10-K for the year ended December 31, 2025 and the quarterly report on Form 10-Q for the quarter ended March 31, 2026, attached as exhibits thereto, as well as the Form 10-Q for the quarter ended June 30, 2026, each of which documents have been filed on the Company's EDGAR profile at www.sec.gov/edgar and SEDAR+ profile at www.sedarplus.ca, and as described from time to time in documents filed by the Company with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA /OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer products in cannabis, today announced that it will report its financial and operating results for the third quarter ended September 30, 2026 after market close on November 3, 2026.
Management will host a conference call and audio webcast that afternoon at 5:00 p.m. ET consisting of prepared remarks followed by a question-and-answer session related to the Company's operational and financial highlights.
Event:
Curaleaf Third Quarter 2026 Financial Earnings Conference Call
Date:
Tuesday, November 3, 2026
Time:
5:00 p.m. ET
Live Call:
+1-844-512-2926 (North America) or +1-412-317-6300 (International)
Passcode:
9773371
Webcast:
https://ir.curaleaf.com/events
For interested individuals unable to join the conference call, a dial-in replay of the call will be available until November 10, 2026, and can be accessed by dialing +1-855-669-9658 (North America) or +1-412-317-0088 (International) and entering replay pin number: 9965356.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Dark Heart, Anthem, JAMS, and Find provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is the largest vertically integrated cannabis company in Europe with a unique supply and distribution network throughout the European market, bringing together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Marijuana Stocks, Federal Reform And The Future Of Legal Cannabis Cannabis stocks are entering a potentially transformative period as federal reform takes hold. Stronger business fundamentals and wider market access are reshaping the legal cannabis industry. For cannabis investors and enthusiasts, this moment represents more than short-term stock-market excitement—it reflects the gradual evolution of cannabis from a restricted market into a more established American industry.
The federal rescheduling of state-licensed medical marijuana to Schedule III is an important catalyst. It may reduce certain Section 280E tax burdens, encourage medical research, and improve operating conditions for qualifying cannabis businesses. However, rescheduling does not create nationwide legalization, and many regulatory barriers remain.
Investor access is also improving. Trulieve became the first U.S. cannabis operator listed on the New York Stock Exchange, creating greater visibility for marijuana stocks and potentially establishing a path for other operators. Meanwhile, companies such as Green Thumb Industries and Cresco Labs have reported positive net income, revenue growth, or operating cash flow—evidence that leading businesses are becoming more financially disciplined.
For enthusiasts, continued product innovation, expanding medical access, and growing consumer acceptance strengthen the industry’s long-term cultural relevance. For investors, the key is separating genuine progress from temporary hype.
The top marijuana stocks will likely be companies that protect margins, generate cash, manage debt, and build trusted brands. Pot stocks remain volatile, but today’s cannabis industry offers investors more measurable fundamentals—and more credible long-term catalysts—than it did during earlier speculative cycles. Below are several marijuana stocks to watch now.
Top Marijuana Stock Picks For 2026 Jushi Holdings Inc. (OTC:JUSHF) Trulieve Cannabis Corp. (NYSE:TRLV) Curaleaf Holdings, Inc. (OTC:CURLF) Jushi Holdings Inc. Among smaller cannabis stocks, Jushi Holdings is a vertically integrated multistate operator involved in cultivation, manufacturing, wholesale distribution, and retail. Its dispensaries primarily operate under the Beyond Hello brand, while its product portfolio includes flower, concentrates, vapes, pre-rolls and edibles. At the end of the second quarter, Jushi operated 42 dispensaries across eight states. Jushi reported encouraging growth in Q2 2026.
Revenue increased 10% year over year to $71.3 million, led by retail growth in Ohio and Virginia. Wholesale revenue climbed 68% to a quarterly record of $9.4 million, while adjusted EBITDA reached $13.3 million. Its net loss improved from $12.3 million to $7.3 million. Virginia represents an important future catalyst: Jushi already operates six dispensaries there, and regulated adult-use sales are scheduled to begin July 1, 2027.
The primary investor concern is its balance sheet. Jushi held $35.5 million in cash against approximately $219.8 million of debt subject to scheduled repayments, while quarterly operating cash flow was only $0.8 million. For investors, JUSHF offers meaningful growth potential, but financing costs, dilution risk, and execution in Virginia deserve close attention.
Trulieve Cannabis Corp. Trulieve is one of the largest vertically integrated marijuana companies in the United States. The company cultivates, manufactures, and sells branded cannabis products through 207 dispensaries, with particularly strong medical-market positions in Florida, Georgia, Pennsylvania, and West Virginia. In 2026, Trulieve became the first U.S. plant-touching cannabis operator listed on the New York Stock Exchange.
Second-quarter revenue was $271 million, down 10% year over year, but Trulieve maintained a strong 60% gross margin. The company generated $53 million in operating cash flow and $32 million in free cash flow during the quarter, finishing with $325 million in cash. Adjusted net income was $20 million and adjusted EBITDA reached $98 million. The reported $406 million GAAP loss requires context: approximately $407 million resulted from the Harvest deconsolidation and related investment accounting.
Still, declining revenue and lower adjusted EBITDA show that operational pressures cannot be ignored. Trulieve’s NYSE listing, cash generation, Georgia pharmacy distribution and $50 million share-repurchase authorization strengthen its investor profile. The major risks include dependence on core markets, regulatory uncertainty and the challenge of returning to sustainable revenue growth. Among marijuana stocks, TRLV stands out for scale, liquidity and cash flow—but execution remains essential.
[Read More] 3 High-Dividend Marijuana Stocks to Watch in September 2026
Curaleaf Holdings, Inc. Curaleaf Holdings is a major international cannabis company with cultivation, manufacturing, wholesale and retail operations across the United States and Europe. Its portfolio includes Curaleaf, Select, Grassroots, Find and JAMS, giving the business exposure to flower, vapes, edibles, concentrates and medical cannabis. CURLF trades on the OTCQX market, while its Canadian-listed shares trade as CURA.
Curaleaf reported Q2 2026 revenue of $340.1 million, increasing 10% year over year. Gross margin improved to 50%, and the company recorded $12.5 million in income from continuing operations compared with a $48.1 million loss one year earlier. International revenue grew 26% to $51.4 million, supported by expanding medical-cannabis sales in Germany and the United Kingdom.
The company’s most notable recent development is its unsolicited approximately $272 million takeover offer for Aurora Cannabis. Aurora’s board rejected the proposal as inadequate, creating uncertainty around the transaction and its potential financing, dilution, and integration demands.
[Read More] Cannabis Stocks In 2026: Improving Fundamentals Meet A Changing Market
For investors, Curaleaf offers broad geographic reach and growing international exposure. However, debt, acquisition risk, federal restrictions and competitive pricing remain important concerns. CURLF may benefit from industry consolidation, but investors should watch profitability, leverage, and the outcome of the Aurora bid.
This addition marks the second major Canadian benchmark inclusion following the Company's addition to the S&P/TSX Composite Index in 2025
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announced that it has been added to the FTSE Canada All Cap Index, effective after the close of trading on Friday, September 18, 2026.
"A year ago, we became the first U.S.-based cannabis operator in the S&P/TSX Composite Index. Joining the FTSE Canada All Cap Index now puts Curaleaf in a second major Canadian benchmark," said Boris Jordan, Chairman and CEO of Curaleaf. "Every index we join brings our shares in front of a new set of passive and active institutional funds, which means more liquidity, a broader shareholder base, and more investors paying attention to what U.S. cannabis can be."
The FTSE Canada All Cap Index, maintained by FTSE Russell, measures the performance of large-, mid- and small-capitalization companies listed in Canada. This is the second major Canadian index fund Curaleaf has joined since the company was added to the S&P/TSX Composite Index under the Health Care sector in September 2025.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Forward Looking Statements
This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the inclusion in the FTSE Canada All Cap Index. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is discussed in the Company's Form 8-K dated August 5, 2026 together with the annual report on Form 10-K for the year ended December 31, 2025 and the quarterly report on Form 10-Q for the quarter ended March 31, 2026, attached as exhibits thereto, as well as the Form 10-Q for the quarter ended June 30, 2026, each of which documents have been filed on the Company's EDGAR profile at www.sec.gov/edgar and SEDAR+ profile at www.sedarplus.ca, and as described from time to time in documents filed by the Company with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.
Curaleaf Holdings, Inc. (CURA:CA) Shareholder/Analyst Call September 17, 2026 10:30 AM EDT
Company Participants
Boris Jordan - CEO & Chairman
Conference Call Participants
Shadd Dales
Anthony Varrell
Presentation
Shadd Dales
Everyone, what's going on. Welcome into our latest TDR Trade to Black podcast. I'm your host Shadd Dales. Big podcast here today, as we know, Curaleaf trying to acquire Aurora Cannabis. We know how this has all unfolded in the last couple of weeks. This has gone public, and it's probably the first M&A deal if it gets done that we've seen in over 5 years.
So today, we're going to bring in CEO and Chairman, Boris Jordan. There's been 15 questions that have been pre-submitted by Aurora shareholders that he's going to address on record, but the whole goal here today is to give shareholders both from Curaleaf and Aurora, a better understanding as to where this deal sits in right now.
So Anthony and I will go back and forth with 15 questions. If you have any questions and let outline them in the comments section below, we're back and forth with Boris to give you guys a better idea if you're an Aurora shareholder or Curaleaf shareholder, again, a better understanding as to where this deal sits right now.
So with that, let's welcome in AV here on a Thursday morning, but good job putting this together. I'm sure a lot of people will be watching this live. And I'm sure a lot of people will be watching this later today once we post this. But long story short, this is going to give a good clear idea as to where things sit right now for shareholders in both companies.
Anthony Varrell
Yes. I'm looking forward to this. It's clear, concise questions and direct from the horse's mouth
Latest opening brings the Company's Florida dispensary count to 78 and 179 nationwide
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announced the opening of its newest dispensary on September 17, 2026: Curaleaf Port Richey, located at 8605 US Hwy 19, Port Richey, FL 34668. The new location increases the Company's Florida footprint to 78 dispensaries and its nationwide total to 179 stores.
Located in the Tampa area, Curaleaf Port Richey sits along US-19 in a retail corridor on Pasco County's Gulf Coast, part of a shopping plaza, with everyday retail and dining up and down the highway. It's a short drive from Historic Downtown New Port Richey and Sims Park, where the Pithlachascotee River, an amphitheater, and a riverwalk draw locals for concerts, kayaking, and weekend strolls, with Gulf beaches and coastal parks close by. The dispensary features a broad range of products and brands for medical patients, including Curaleaf's Florida-exclusive Reef flower, Dark Heart ultra-premium flower, FIND flower, Anthem pre-rolls and the Select Briq 2 all-in-one vape.
"Curaleaf Port Richey marks our eighth Florida opening this year, and second in the Tampa area," said Boris Jordan, Chairman and CEO of Curaleaf. "Florida remains an important medical cannabis market in the country, and this expansion reflects our long-term commitment to meeting patient demand across the state. As we grow our footprint, we remain focused on giving patients in communities like Pasco County convenient access to the comprehensive, curated products and personalized care they rely on."
Curaleaf Port Richey will host grand opening celebrations on September 25 and 26 featuring brand activations, in-store promotions, and giveaways while supplies last. The dispensary will operate from Monday through Saturday from 9:00 A.M. to 8:30 P.M. ET, and 10:00 A.M. to 7:00 P.M. ET on Sundays.
For more information on Curaleaf's Florida dispensaries, products, and patient resources, please visit https://curaleaf.com/dispensary/florida.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Forward Looking Statements
This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the opening of a dispensary in Port Richey, Florida. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is discussed in the Company's Form 8-K dated August 5, 2026 together with the annual report on Form 10-K for the year ended December 31, 2025 and the quarterly report on Form 10-Q for the quarter ended March 31, 2026, attached as exhibits thereto, as well as the Form 10-Q for the quarter ended June 30, 2026, each of which documents have been filed on the Company's EDGAR profile at www.sec.gov/edgar and SEDAR+ profile at www.sedarplus.ca, and as described from time to time in documents filed by the Company with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.
New location features expanded retail space, enhanced product selection and custom mural celebrating Fishtown's unique character
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announced the relocation of its Passyunk, Pennsylvania dispensary to a new, expanded location in Philadelphia's vibrant Fishtown neighborhood. Located at 1321 N. Front St., Curaleaf Fishtown will open and serve patients on Thursday, September 17, maintaining Curaleaf's footprint of 18 stores in Pennsylvania and 179 locations nationwide.
Conveniently situated near Interstate 95, the Delaware River waterfront and Rivers Casino Philadelphia, Curaleaf Fishtown offers patients an expanded storefront, greater product selection and a welcoming retail experience designed to serve both new and experienced cannabis consumers.
"Pennsylvania continues to be one of the most important medical cannabis markets in the country, and we are excited to deepen our commitment to patients in Philadelphia with the opening of our new Fishtown dispensary," said Boris Jordan, Chairman and CEO of Curaleaf. "This new location allows us to offer a broader assortment of products, an enhanced shopping experience and convenient access for patients throughout the city. We look forward to becoming part of the Fishtown community and continuing to provide the quality, education and service that patients expect from Curaleaf."
The dispensary features a custom mural created by Philadelphia-based VURT Creative artists Kristin and Evan, drawing inspiration from Fishtown's distinctive culture and maritime heritage. The artwork celebrates the neighborhood's creative spirit and serves as a vibrant focal point for patients visiting the new location.
Patients at Curaleaf Fishtown will have access to Curaleaf's extensive portfolio of trusted cannabis brands, including Grassroots, FIND, Select, and Dark Heart, as well as the recently launched Select Briq 2 all-in-one vape device. The dispensary's knowledgeable team members are available to help patients navigate product options and identify solutions tailored to their individual needs.
To celebrate the opening, Curaleaf will host a grand opening event on Wednesday, September 23, featuring local food trucks, live music, games, photo moments, special promotions and appearances from Curaleaf brand partners. Curaleaf Fishtown is open Monday through Saturday from 9:00 a.m. to 8:00 p.m. and Sunday from 9:00 a.m. to 7:00 p.m.
For more information on Curaleaf's Pennsylvania dispensaries, products, and patient resources, please visit https://curaleaf.com/dispensary/pennsylvania.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Forward Looking Statements
This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the opening of a dispensary in Philadelphia, Pennsylvania. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is discussed in the Company's Form 8-K dated August 5, 2026 together with the annual report on Form 10-K for the year ended December 31, 2025 and the quarterly report on Form 10-Q for the quarter ended March 31, 2026, attached as exhibits thereto, as well as the Form 10-Q for the quarter ended June 30, 2026, each of which documents have been filed on the Company's EDGAR profile at www.sec.gov/edgar and SEDAR+ profile at www.sedarplus.ca, and as described from time to time in documents filed by the Company with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.
New location features enhanced in-store and online ordering experience and expanded access to Curaleaf's leading brands
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announced the relocation of its Hartford, Connecticut dispensary to a new location in Meriden, Connecticut set to open on Friday, September 18. The new store is located at 443 S Broad St., maintaining Curaleaf's four store footprint in Connecticut and 179 locations nationwide.
Curaleaf Meriden is strategically situated in a well-established commercial district serving both local residents and regional traffic. Located in New Haven county between Hartford and New Haven, the new store provides easy access to patients in both cities and throughout the area. Consumers can expect a broad range of products, including Dark Heart ultra-premium flower, FIND flower, Grassroots, Jams Edibles, and the Select Briq 2 all-in-one vapes, and other cannabis products designed to meet a variety of wellness preferences and lifestyle needs.
"The relocation to Meriden puts Curaleaf right where our consumers and patients need us to be," said Boris Jordan, Chairman and CEO of Curaleaf. "New Haven County is one of Connecticut's most densely populated regions and Curaleaf Meriden gives us a stronger, more central presence to serve this community."
A grand opening celebration will be held at Curaleaf Meriden on September 25, featuring brand activations, in-store promotions, and giveaways while supplies last. The store will operate from Monday through Saturday from 9:00 A.M. to 8:00 P.M. ET, and 10:00 A.M. to 6:00 P.M. ET on Sundays.
For more information on Curaleaf's Connecticut dispensaries, products, and patient resources, please visit https://curaleaf.com/dispensary/florida.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Forward Looking Statements
This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the relocation of a dispensary in Connecticut. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is discussed in the Company's Form 8-K dated August 5, 2026 together with the annual report on Form 10-K for the year ended December 31, 2025 and the quarterly report on Form 10-Q for the quarter ended March 31, 2026, attached as exhibits thereto, as well as the Form 10-Q for the quarter ended June 30, 2026, each of which documents have been filed on the Company's EDGAR profile at www.sec.gov/edgar and SEDAR+ profile at www.sedarplus.ca, and as described from time to time in documents filed by the Company with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.
Cross-border consolidation in the cannabis industry has moved from executive speculation into aggressive dealmaking. As regulatory hurdles begin to clear across North America and Europe, operators are moving quickly to strengthen their finances and expand globally.
Curaleaf Today
$10.05 -0.04 (-0.39%)
As of 02:13 PM Eastern
$5.40▼
$15.15 Curaleaf Holdings, Inc. OTCMKTS: CURLF bypassed management resistance and took an acquisition proposal directly to Aurora Cannabis Inc. NASDAQ: ACB shareholders. By offering a cash-and-stock package valued at about $4 per share, Curaleaf is attempting to build an international commercial footprint spanning 17 countries.
For investors tracking capital flows and federal policy changes, this hostile bid signals that the era of fragmented regional cannabis operators may be coming to a close. The proposed deal also shows how industry leaders are using their financial strengths to gain scale ahead of expected federal reforms.
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Curaleaf Goes to the GrassrootsThe deal commenced when Curaleaf went public with its formal tender offer, appealing directly to equity holders after private merger discussions stalled. The proposal offers 0.3463 Curaleaf common shares and 75 cents in cash for each Aurora Cannabis share tendered. Based on Aurora Cannabis's unaffected 30-day volume-weighted average price (VWAP) of $2.76 on Aug. 10, 2026, the bid implies a $4 per-share purchase price, a 45% acquisition premium.
Shareholder friction escalated on Sept. 14, 2026, when Curaleaf filed an application with the Alberta Securities Commission seeking an order to cease trading or halt Aurora Cannabis's active at-the-market (ATM) equity distribution facility. Curaleaf contends that Aurora Cannabis leadership is using continuous share issuances as a defensive maneuver to dilute voter concentration and entrench management.
Over recent years, Aurora Cannabis has raised more than $400 million through equity offerings, selling shares as low as $2.60 during July 2026. Curaleaf Chairman Boris Jordan scheduled an open shareholder webcast for Sept. 17, 2026, to present the strategic case directly to investors ahead of the Dec. 1, 2026 tender expiration.
Merging High Sales With Low LeverageBeneath the boardroom fight lies a compelling balance-sheet transaction. Curaleaf operates at substantial scale in the domestic market, recording annual net revenue of about $1.27 billion. In its latest quarterly report, the company delivered $340.1 million in revenue and 5 cents in adjusted earnings per share, outperforming consensus estimates. Continued expansion in state-level retail has left Curaleaf with a debt-to-equity ratio of 1.06 and an operating cash flow of 17 cents per share.
In contrast, Aurora Cannabis provides a cash-rich, low-leverage balance sheet. The company has a minimal debt-to-equity ratio of 0.03 and a current ratio of 5.36, along with a book value of $6.27 per share. Despite these balance-sheet buffers, Aurora Cannabis faces operational headwinds, including an annual revenue base of about $247.82 million, a negative net profit margin of 32.26%, and multi-quarter top-line contraction.
Acquiring Aurora Cannabis allows Curaleaf to absorb liquidity at roughly 0.60 times book value. Pro-forma estimates indicate the merged organization would generate more than $1.5 billion in annual revenue and approximately $350 million in adjusted EBITDA. Eliminating duplicative public listing expenses, centralizing supply chain logistics, and streamlining corporate overhead targets at least $40 million in annualized cost efficiencies and operational savings.
German Exports Meet American ReformThe timing of this takeover bid aligns with regulatory tailwinds in both North America and Europe. In the U.S., administrative momentum surrounding the reclassification of cannabis under Schedule III of the Controlled Substances Act promises to eliminate Internal Revenue Code Section 280E.
This federal tax provision prevents cannabis operators from deducting ordinary business expenses, frequently pushing effective corporate tax burdens above 70%. Removing Section 280E will immediately expand Curaleaf's cash flow, easing the capital required to fund the 75-cent cash component of the tender offer.
Simultaneously, Aurora Cannabis provides a turnkey medical export platform that US operators cannot build domestically under existing federal restrictions. The firm holds established distribution agreements across mature medical markets, including Germany, the United Kingdom, Poland, and Australia.
Following recent German medical cannabis reforms that simplified patient prescription procedures, demand for standardized pharmaceutical-grade imports has expanded significantly. Merging Curaleaf's domestic retail presence with Aurora Cannabis's international commercial network provides immediate access to European healthcare channels.
The Green Spread: Why MSOS Call Volume Points to a Re-RatingPublic market pricing reflects growing confidence in cross-border consolidation. With Aurora Cannabis shares trading near $3.80, the stock sits at a narrow 5% spread below the implied $4 acquisition price. This tight arbitrage spread suggests the market anticipates either successful deal completion or a sweetened bid from the acquirer.
Aurora Cannabis Inc. (ACB) Price Chart for Tuesday, September, 15, 2026
Institutional sentiment is also visible across sector exchange-traded funds. AdvisorShares Pure US Cannabis ETF NYSEARCA: MSOS saw a sharp surge in derivatives positioning, logging daily volume of 52,583 contracts. Options flows showed extreme call-side skew, with 46,416 call options trading against only 6,167 put options, creating an 88.3% call ratio.
Because Curaleaf accounts for about 21.6% of the underlying fund exposure through direct stock and swap contracts, institutional desks appear to be utilizing the ETF to position for broader valuation re-ratings. Elevated short interest of roughly 9.79 million shares adds fuel for a potential short-covering advance if consolidation gains momentum.
Pruning Out the Risk and Weighing the UpsideInvestors monitoring the cannabis sector should view this hostile bid as a catalyst for widespread industry realignments. Aurora Cannabis shareholders must weigh the possible liquidity of a 45% premium against management's standalone turnaround timeline before the Dec. 1, 2026 deadline. Immediate investor focal points include the Sept. 17 executive Q&A, the impending Alberta Securities Commission ruling on the ATM facility, and upcoming quarterly corporate filings.
While integration challenges and potential regulatory delays in cross-border approvals remain risks, the commercial logic of combining scale, international reach, and balance-sheet liquidity is difficult to dismiss. Investors seeking exposure to sector-wide consolidation might consider Curaleaf for its established market presence, or monitor Aurora Cannabis to evaluate event-driven arbitrage spreads. Those desiring broader exposure without single-operator regulatory risk may look to add diversified funds like the AdvisorShares Pure US Cannabis ETF on minor price pullbacks as federal policy shifts unfold.
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Encourages Them to Tender Their Shares and Become Owners of the World's Leading Cannabis Company
Announces Live Shareholder Q&A with Curaleaf Chairman and CEO Boris Jordan on Thursday, September 17 at 10:30 a.m. ET
Read the Full Shareholder Letter and Register for Q&A at Grow.Curaleaf.com
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf"), a leading international provider of consumer and medical cannabis products, today urged shareholders of Aurora Cannabis Inc. ("Aurora") to ACCEPT its offer, realize a 45% premium, and participate in the future upside of the world's leading cannabis company. In a letter released today, Chairman and CEO Boris Jordan encouraged Aurora shareholders to review the facts and carefully consider the alternatives available to them.
"Aurora shareholders have an important choice to make. They can accept a 45% premium and become owners of the world's largest and most diversified cannabis company or remain invested in a shrinking business that is burning cash and getting less profitable by the day. We encourage shareholders to consider the facts, review the offer materials, and decide for themselves which path offers the greatest value," said Boris Jordan, Chairman and Chief Executive Officer of Curaleaf.
Curaleaf also announced that Boris Jordan will host a live shareholder call and Q&A for Aurora shareholders. The event will be webcast live on Thursday, September 17, at 10:30 a.m. ET. Aurora shareholders can register for the webcast at grow.curaleaf.com.
The letter to Aurora shareholders is available below and can also be found, along with additional information regarding Curaleaf's Offer, at grow.curaleaf.com:
Dear Aurora Shareholders,
You have an important choice to make about the future of your investment.
Accept a 45% premium1 and become an owner of the world's leading cannabis company with strong growth prospects. Or remain invested in a standalone business stuck in a multi-year turnaround plan whose own management has guided revenue and adjusted EBITDA2 lower next year.
Our Offer to buy Aurora and combine the two businesses delivers immediate value while allowing shareholders to participate in the future upside of the largest, most diversified global cannabis platform.
Together, Curaleaf and Aurora would create the global cannabis leader with operations across 17 countries, more than US$1.5 billion of last twelve-month revenue3, nearly US$350 million of adjusted EBITDA4 and at least US$40 million of expected annual cost synergies. Aurora shareholders would retain exposure to the future of Aurora's international business while also gaining exposure to Curaleaf's leading U.S. platform and the potential benefits of continued regulatory reform.
We remain prepared to engage constructively. But Aurora has refused. And so, we are putting the decision where it belongs: in your hands.
We encourage you to consider the facts, review the Offer materials and tender your Aurora shares.
Sincerely,
Boris Jordan
Chairman and Chief Executive Officer
Curaleaf Holdings, Inc.
(1) Over the 30-day volume weighted average price ("VWAP") of the Common Shares on August 10, 2026. (2) Adjusted EBITDA is a non-GAAP measure. See "Disclosure of Financial Measures" in Curaleaf's "Offer to Purchase and Circular," August 18, 2026. (3) 12-month revenue for the period ended June 30, 2026. (4) 12-month adjusted EBITDA for the period ended June 30, 2026.
Why Consider Curaleaf's Offer
Aurora has focused on defending its standalone plan. Curaleaf believes shareholders should instead focus on the facts, the value of the offer, and which company has the stronger record of creating shareholder value. For example:
45% Premium: Aurora shares traded at US$2.76 before Curaleaf's offer. We are offering 0.3463 Curaleaf shares and US$0.75 cash per Aurora share which implies an offer price of US$4.00, as of the unaffected date of August 10, 2026. Cash + Continued Ownership + Upside: For every 100 Aurora shares, you'll receive US$75 in cash plus approximately 35 Curaleaf shares (worth ~US$400 total). A Stronger Combined Platform: Become an owner of the largest global cannabis company with broader growth opportunities. Aurora's Balance Sheet Is Funded by Shareholders: Despite having cash on its balance sheet, Aurora has raised more than US$400 million through dilutive equity issuances. Curaleaf believes shareholders should consider the impact of continued dilution, particularly when shares have been sold at prices significantly below Curaleaf's offer value, including as low as US$2.60 per share in July of this year – a 35% discount to our offer. Look at the Record. Then Decide. Over the first six months of 2026, Curaleaf shares increased approximately 50%, while Aurora shares declined approximately 34%. Over the four quarters ended June 30, 2026, Aurora's net revenue and adjusted EBITDA declined 14% and 78%, respectively, while operating cash flow went negative. How to Accept Curaleaf's Offer
Curaleaf urges Aurora shareholders not to let this opportunity pass them by. By ACCEPTING the offer, shareholders can realize immediate value while continuing to participate in the future of the combined company. To tender your shares, follow the steps below.
Contact your broker: Call your broker or log in to your brokerage account. Tell your broker you want to accept Curaleaf's offer: Ask your broker to tender your Aurora shares to Curaleaf's offer. Act before the deadline: Your shares must be tendered before December 1, 2026. Need Help? Carson Proxy Advisors is available to assist Aurora shareholders with the tender process.
North America (Toll-Free): 1-800-530-5189
Outside North America (Collect): 416-751-2066
Email: [email protected]
Aurora shareholders and other interested parties can find additional information regarding Curaleaf's offer, including offer materials and instructions on how to tender their shares, at grow.curaleaf.com.
IMPORTANT INFORMATION
This document does not constitute an offer to buy or the solicitation of an offer to sell any securities. The offer (the "Offer") by Curaleaf Holdings, Inc. ("Curaleaf") to purchase all outstanding common shares ("Common Shares") of Aurora Cannabis Inc. ("Aurora") is made solely by the Offer to Purchase and Circular dated August 18, 2026, as amended or supplemented.
SECURITY HOLDERS ARE URGED TO READ THE OFFER TO PURCHASE AND CIRCULAR, THE REGISTRATION STATEMENT ON FORM F-80, THE TENDER OFFER STATEMENT ON SCHEDULE 14D-1F, AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Free copies are available at www.sec.gov or by contacting the Information Agent, Carson Proxy Advisors, at 1-800-530-5189 (toll-free), 416-751-2066 (local/text), or [email protected].
NOTICE TO U.S. SHAREHOLDERS
The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that the subject company is located in a foreign country, and that some or all of its officers and directors are residents of a foreign country.
Investors should be aware that the bidder or its affiliates, directly or indirectly, may bid for or make purchases of the issuer's securities subject to the offer or of the issuer's related securities, or of the bidder's securities to be distributed or of the bidder's related securities, during the period of the tender offer, as permitted by applicable Canadian laws or provincial laws or regulations.
Curaleaf has filed with the SEC a Registration Statement on Form F-80 under the U.S. Securities Act of 1933 and a Tender Offer Statement on Schedule 14D-1F under the U.S. Securities Exchange Act of 1934. The Offer is being conducted in accordance with Section 14(e) of the Exchange Act and Regulation 14E.
THE OFFER AND THE OFFEROR SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY U.S. STATE SECURITIES COMMISSION, NOR HAS ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Offeror Shares have not been registered or otherwise qualified for offer and sale in certain U.S. states where shareholders may reside. No offer is made in those states except to qualifying Exempt Institutional Investors as described in the Offer to Purchase and Circular.
FORWARD-LOOKING INFORMATION
This document contains "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of applicable U.S. securities laws. Such statements relate to, among other things, the expected benefits, timing, and effects of the Offer, anticipated synergies from a combination of Curaleaf and Aurora, and expectations regarding regulatory approvals. Forward-looking statements can often be identified by words such as "believes," "expects," "anticipates," "may," "will," or similar expressions.
Actual results may differ materially due to risks including: changes in general economic conditions; failure to satisfy conditions to the Offer; failure to realize anticipated synergies; fluctuations in foreign exchange and interest rates; regulatory changes; and other risks described under "Risk Factors" in the Offer to Purchase and Circular. The PSLRA safe harbor for forward-looking statements does not apply to statements made in connection with a tender offer. Security holders should not place undue reliance on forward-looking information. Curaleaf disclaims any obligation to update forward-looking information except as required by law.
AURORA INFORMATION
Information concerning Aurora herein is based solely on Aurora's publicly available filings and other public sources. Aurora has not reviewed this document. Neither Curaleaf nor its officers or directors assumes responsibility for the accuracy or completeness of such information.
ADDITIONAL INFORMATION
The disposition of Common Shares and the acquisition of Offeror Shares may have U.S. and Canadian tax consequences; shareholders should consult their own tax advisors. Curaleaf's disclosure documents are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Contacts
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Investor Contact
Curaleaf Holdings, Inc.
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Shareholder Contact
Carson Proxy Advisors
North American Toll Free Phone: 1-800-530-5189
Local (Collect outside North America): 416-751-2066
Email: [email protected]
Encourages Them to Tender Their Shares and Become Owners of the World's Leading Cannabis Company
Announces Live Shareholder Q&A with Curaleaf Chairman and CEO Boris Jordan on Thursday, September 17 at 10:30 a.m. ET
Read the Full Shareholder Letter and Register for Q&A at Grow.Curaleaf.com
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf"), a leading international provider of consumer and medical cannabis products, today urged shareholders of Aurora Cannabis Inc. ("Aurora") to ACCEPT its offer, realize a 45% premium, and participate in the future upside of the world's leading cannabis company. In a letter released today, Chairman and CEO Boris Jordan encouraged Aurora shareholders to review the facts and carefully consider the alternatives available to them.
"Aurora shareholders have an important choice to make. They can accept a 45% premium and become owners of the world's largest and most diversified cannabis company or remain invested in a shrinking business that is burning cash and getting less profitable by the day. We encourage shareholders to consider the facts, review the offer materials, and decide for themselves which path offers the greatest value," said Boris Jordan, Chairman and Chief Executive Officer of Curaleaf.
Curaleaf also announced that Boris Jordan will host a live shareholder call and Q&A for Aurora shareholders. The event will be webcast live on Thursday, September 17, at 10:30 a.m. ET. Aurora shareholders can register for the webcast at grow.curaleaf.com.
The letter to Aurora shareholders is available below and can also be found, along with additional information regarding Curaleaf's Offer, at grow.curaleaf.com:
Dear Aurora Shareholders,
You have an important choice to make about the future of your investment.
Accept a 45% premium1 and become an owner of the world's leading cannabis company with strong growth prospects. Or remain invested in a standalone business stuck in a multi-year turnaround plan whose own management has guided revenue and adjusted EBITDA2 lower next year.
Our Offer to buy Aurora and combine the two businesses delivers immediate value while allowing shareholders to participate in the future upside of the largest, most diversified global cannabis platform.
Together, Curaleaf and Aurora would create the global cannabis leader with operations across 17 countries, more than US$1.5 billion of last twelve-month revenue3, nearly US$350 million of adjusted EBITDA4 and at least US$40 million of expected annual cost synergies. Aurora shareholders would retain exposure to the future of Aurora's international business while also gaining exposure to Curaleaf's leading U.S. platform and the potential benefits of continued regulatory reform.
We remain prepared to engage constructively. But Aurora has refused. And so, we are putting the decision where it belongs: in your hands.
We encourage you to consider the facts, review the Offer materials and tender your Aurora shares.
Sincerely,
Boris Jordan
Chairman and Chief Executive Officer
Curaleaf Holdings, Inc.
(1) Over the 30-day volume weighted average price ("VWAP") of the Common Shares on August 10, 2026. (2) Adjusted EBITDA is a non-GAAP measure. See "Disclosure of Financial Measures" in Curaleaf's "Offer to Purchase and Circular," August 18, 2026. (3) 12-month revenue for the period ended June 30, 2026. (4) 12-month adjusted EBITDA for the period ended June 30, 2026.
Why Consider Curaleaf's Offer
Aurora has focused on defending its standalone plan. Curaleaf believes shareholders should instead focus on the facts, the value of the offer, and which company has the stronger record of creating shareholder value. For example:
45% Premium: Aurora shares traded at US$2.76 before Curaleaf's offer. We are offering 0.3463 Curaleaf shares and US$0.75 cash per Aurora share which implies an offer price of US$4.00, as of the unaffected date of August 10, 2026.Cash + Continued Ownership + Upside: For every 100 Aurora shares, you'll receive US$75 in cash plus approximately 35 Curaleaf shares (worth ~US$400 total). A Stronger Combined Platform: Become an owner of the largest global cannabis company with broader growth opportunities.Aurora's Balance Sheet Is Funded by Shareholders: Despite having cash on its balance sheet, Aurora has raised more than US$400 million through dilutive equity issuances. Curaleaf believes shareholders should consider the impact of continued dilution, particularly when shares have been sold at prices significantly below Curaleaf's offer value, including as low as US$2.60 per share in July of this year – a 35% discount to our offer.Look at the Record. Then Decide. Over the first six months of 2026, Curaleaf shares increased approximately 50%, while Aurora shares declined approximately 34%. Over the four quarters ended June 30, 2026, Aurora's net revenue and adjusted EBITDA declined 14% and 78%, respectively, while operating cash flow went negative.How to Accept Curaleaf's Offer
Curaleaf urges Aurora shareholders not to let this opportunity pass them by. By ACCEPTING the offer, shareholders can realize immediate value while continuing to participate in the future of the combined company. To tender your shares, follow the steps below.
Contact your broker: Call your broker or log in to your brokerage account.Tell your broker you want to accept Curaleaf's offer: Ask your broker to tender your Aurora shares to Curaleaf's offer.Act before the deadline: Your shares must be tendered before December 1, 2026.Need Help? Carson Proxy Advisors is available to assist Aurora shareholders with the tender process.
North America (Toll-Free): 1-800-530-5189
Outside North America (Collect): 416-751-2066
Email: [email protected]
Aurora shareholders and other interested parties can find additional information regarding Curaleaf's offer, including offer materials and instructions on how to tender their shares, at grow.curaleaf.com.
IMPORTANT INFORMATION
This document does not constitute an offer to buy or the solicitation of an offer to sell any securities. The offer (the "Offer") by Curaleaf Holdings, Inc. ("Curaleaf") to purchase all outstanding common shares ("Common Shares") of Aurora Cannabis Inc. ("Aurora") is made solely by the Offer to Purchase and Circular dated August 18, 2026, as amended or supplemented.
SECURITY HOLDERS ARE URGED TO READ THE OFFER TO PURCHASE AND CIRCULAR, THE REGISTRATION STATEMENT ON FORM F-80, THE TENDER OFFER STATEMENT ON SCHEDULE 14D-1F, AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Free copies are available at www.sec.gov or by contacting the Information Agent, Carson Proxy Advisors, at 1-800-530-5189 (toll-free), 416-751-2066 (local/text), or [email protected].
NOTICE TO U.S. SHAREHOLDERS
The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that the subject company is located in a foreign country, and that some or all of its officers and directors are residents of a foreign country.
Investors should be aware that the bidder or its affiliates, directly or indirectly, may bid for or make purchases of the issuer's securities subject to the offer or of the issuer's related securities, or of the bidder's securities to be distributed or of the bidder's related securities, during the period of the tender offer, as permitted by applicable Canadian laws or provincial laws or regulations.
Curaleaf has filed with the SEC a Registration Statement on Form F-80 under the U.S. Securities Act of 1933 and a Tender Offer Statement on Schedule 14D-1F under the U.S. Securities Exchange Act of 1934. The Offer is being conducted in accordance with Section 14(e) of the Exchange Act and Regulation 14E.
THE OFFER AND THE OFFEROR SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY U.S. STATE SECURITIES COMMISSION, NOR HAS ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Offeror Shares have not been registered or otherwise qualified for offer and sale in certain U.S. states where shareholders may reside. No offer is made in those states except to qualifying Exempt Institutional Investors as described in the Offer to Purchase and Circular.
FORWARD-LOOKING INFORMATION
This document contains "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of applicable U.S. securities laws. Such statements relate to, among other things, the expected benefits, timing, and effects of the Offer, anticipated synergies from a combination of Curaleaf and Aurora, and expectations regarding regulatory approvals. Forward-looking statements can often be identified by words such as "believes," "expects," "anticipates," "may," "will," or similar expressions.
Actual results may differ materially due to risks including: changes in general economic conditions; failure to satisfy conditions to the Offer; failure to realize anticipated synergies; fluctuations in foreign exchange and interest rates; regulatory changes; and other risks described under "Risk Factors" in the Offer to Purchase and Circular. The PSLRA safe harbor for forward-looking statements does not apply to statements made in connection with a tender offer. Security holders should not place undue reliance on forward-looking information. Curaleaf disclaims any obligation to update forward-looking information except as required by law.
AURORA INFORMATION
Information concerning Aurora herein is based solely on Aurora's publicly available filings and other public sources. Aurora has not reviewed this document. Neither Curaleaf nor its officers or directors assumes responsibility for the accuracy or completeness of such information.
ADDITIONAL INFORMATION
The disposition of Common Shares and the acquisition of Offeror Shares may have U.S. and Canadian tax consequences; shareholders should consult their own tax advisors. Curaleaf's disclosure documents are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Contacts
Media Contact
Kekst CNC
[email protected]
Investor Contact
Curaleaf Holdings, Inc.
[email protected]
Shareholder Contact
Carson Proxy Advisors
North American Toll Free Phone: 1-800-530-5189
Local (Collect outside North America): 416-751-2066
Email: [email protected]
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Curaleaf's announcement is a desperate effort to shift attention away from the fundamental issue facing shareholders: its inadequate hostile bid undervalues Aurora.Curaleaf's attempt to fabricate issues ignores the reality of its own balance sheet: more than $1 billion of debt1, including $500 million carrying an 11.5% interest rate, exposing shareholders to significant financial and dilution risks.Curaleaf's criticism ignores four key facts: Aurora's ATM was publicly disclosed months before the hostile bid, was designed to support accretive acquisitions in Canada and the UK, has been inactive for several weeks and, prior to February 2026, had not been utilized by Aurora for three years. Curaleaf's latest allegations are a transparent attempt to divert attention from the unresolved regulatory deficiencies in their inadequate hostile bid. On September 2, Aurora raised its own complaint with the Alberta Securities Commission about the deficiencies in Curaleaf's hostile bid. Curaleaf has ignored these material concerns.Aurora's Special Committee and Board have unanimously recommended that shareholders REJECT Curaleaf's hostile bid by TAKING NO ACTION and NOT TENDERING their shares. , /PRNewswire/ -- Aurora Cannabis Inc. ("Aurora" or the "Company") (NASDAQ: ACB) (TSX: ACB), the Canadian-based leading global medical cannabis company, today responded to the application by Curaleaf Holdings, Inc. ("Curaleaf") (TSX: CURA) (OTCQX: CURLF) to halt Aurora's at-the-market ("ATM") program.
Aurora believes Curaleaf's filing is simply the latest attempt to distract shareholders from the fundamental issue before them: Curaleaf's hostile bid significantly undervalues Aurora and seeks to acquire Aurora's cash, unique EU-GMP assets, global growth platform and future upside at a discount.
Aurora's ATM program was publicly announced in February 2026, over six months before Curaleaf launched its hostile bid, as part of the Company's long-term international growth strategy. The program was established to provide Aurora with flexibility to pursue strategic and accretive opportunities that support long-term shareholder value, including increased cultivation capacity and M&A.
"Curaleaf is attempting to spin a story that simply does not align with the facts," said Miguel Martin, Executive Chairman and Chief Executive Officer of Aurora. "Our ATM program was established long before Curaleaf launched its inadequate hostile bid and was never designed as a response to it. It is a long-standing capital allocation tool that supports Aurora's growth strategy. Our most recent acquisitions in the UK that unlock our access to this critical market is a direct example of responsible use of funds generated from the ATM," Mr. Martin added.
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1 "Debt" refers to indebtedness, including $500,000 senior secured notes at 11.5% interest, financial obligations and lease liabilities as of June 30, 2026, as filed in Curaleaf Holdings Inc financial statements on August 5, 2026, which can be found on Sedar+, EDGAR and Curaleaf's website.
"Curaleaf is trying to suggest that the existence of the ATM program somehow says something about the value of Aurora's business. It does not. The question for shareholders is whether Curaleaf's hostile offer fairly compensates them for the company they own today and the future value they are being asked to give up. We do not believe it does."
"The Board's responsibility is to maximize value for Aurora shareholders, not to make Aurora easier or cheaper for Curaleaf to acquire," concluded Mr. Martin. The ATM program will continue to be used only when the Board determines it is in the best interests of the Company to do so, having regard to all relevant factors.
Aurora shareholders are reminded that the company is debt free and maintains a strong cash position, providing the flexibility to continue investing in growth, innovation and strategic opportunities. Aurora believes shareholders should carefully consider whether exchanging ownership in a debt-free company with a proven international growth strategy for shares in a company carrying more than $1 billion of debt, concentrated voting control and additional governance and regulatory risks is in their best interests.
On September 2, Aurora's Board of Directors filed a directors' circular which UNANIMOUSLY recommended that shareholders REJECT Curaleaf's hostile bid by TAKING NO ACTION and NOT TENDERING their shares. The Board UNANIMOUSLY recommends that any Aurora shareholders who have tendered their shares to the hostile bid WITHDRAW those shares.
Curaleaf's latest application does not change the Board's view that its hostile bid is inadequate and fails to reflect the value of Aurora's business or the opportunities ahead.
Shareholder Assistance
Shareholders with questions about the hostile bid or who would like to receive ongoing updates may contact Kingsdale Advisors, Aurora's strategic advisor and information agent.
Toll-Free (within North America): 1-800-749-9052Call or Text: 416-623-4172Email: [email protected]About Aurora Cannabis
Aurora is a global leader in medical cannabis, dedicated to improving lives through scientific expertise, proven performance, and a deep commitment to patient care. Aurora serves medical markets across Canada, Europe, Australia, and New Zealand with a portfolio of trusted, leading brands including Aurora®, MedReleaf®, Pedanios®, IndiMed™, San Raf®, and Whistler Medical Marijuana Corporation®. With world-class GMP-certified manufacturing facilities in Canada and Germany, and a team of industry-leading professionals, Aurora continues to expand its global footprint and deliver consistent, high-quality cannabis products with the purpose of Opening the World to Cannabis™.
Learn more at www.auroramj.com and follow us on X and LinkedIn.
Aurora's common shares trade on the NASDAQ and TSX under the symbol "ACB".
Forward Looking Statements
This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities laws ("forward-looking statements"). Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements made in this news release include, but are not limited to, statements and information about Curaleaf's Hostile Bid and the Board' recommendation to reject the Hostile Bid, the Company's ATM Program and use of proceeds, the Company's ability to pursue strategic and accretive opportunities that support long-term shareholder value, and statements regarding international growth opportunities and the Company's ability to access that market growth.
These forward-looking statements are only predictions. Forward-looking information or statements contained in this news release have been developed based on the Company and its management's good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company's business and operations in the future. Forward-looking information and statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made including, among other things, assumptions about: development costs remaining consistent with budgets; the ability to manage anticipated and unanticipated costs; access to favorable equity and debt capital markets; the ability to raise sufficient capital to advance the business of the Company; favorable operating and economic conditions; political and regulatory stability; obtaining and maintaining all required licenses and permits; receipt of governmental approvals and permits; sustained labour stability; stability in financial and capital goods markets; favorable production levels and costs from the Company's operations; the pricing of various cannabis products; the level of demand for cannabis products; the availability of third-party service providers and other inputs for the Company's operations; and the Company's ability to conduct operations in a safe, efficient, and effective manner. The Company does not give any assurance that the assumptions on which forward-looking information or statements are based will prove to be correct, or that the Company's business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company's control. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. These risks include, but are not limited to, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of our products, customer experience and retention, the development of third party government and non-government consumer sales channels, management's estimates of consumer demand in Canada and in jurisdictions where the Company exports, expectations of future results and expenses, the availability of additional capital to complete construction projects and facilities improvements, the risk of successful integration of acquired business and operations, management's estimation that SG&A will grow only in proportion to revenue growth, the ability to expand and maintain distribution capabilities, the impact of competition, the general impact of financial market conditions, the yield from cannabis growing operations, product demand, changes in prices of required commodities, competition, and the possibility for changes in laws, rules, and regulations in the industry, epidemics, pandemics or other public health crisis, and other risks as set out under the heading "Risk Factors" in the Company's annual information form dated June 10, 2026 (the "AIF") and filed with Canadian securities regulators available on the Company's issuer profile on SEDAR+ at www.sedarplus.com and filed with and available on the SEC's website at www.sec.gov. The Company cautions that the list of risks, uncertainties and other factors described in the AIF is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.
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Argues Aurora's share issuances are an improper and abusive defensive tactic that dilutes shareholders and interferes with consideration of Curaleaf's premium offer
Aurora's ATM issuances have diluted Aurora shareholders by ~11% since implementation of the ATM program and by approximately ~5% since June 2026, and increased the cost of Curaleaf's offer by more than US$11 million
, /PRNewswire/ -- Curaleaf Holdings, Inc. ("Curaleaf" or the "Company") today announced that it has filed an application (the "Application") with the Alberta Securities Commission ("ASC") to remedy abuse by Aurora of its at-the-market share issuance program (the "ATM Program") by ceasing the issuance of Aurora's shares (the "Shares") under the program while Curaleaf's offer to acquire all of the issued and outstanding Shares (the "Curaleaf Offer" or the "Offer") remains outstanding, and providing other remedies. Curaleaf has requested an expedited hearing before the ASC.
"Every Share Aurora sells below the Offer price raises the same question: if management believes US$4.00 undervalues the company and the company has ample cash, why continue diluting its shareholders? These issuances erode shareholder ownership value, increase the cost of the Offer, and make it harder for shareholders to decide their own future. They seem solely designed to protect management's position, at the expense of investors," said Boris Jordan, Chairman and Chief Executive Officer of Curaleaf.
"Today, we are taking action to protect Aurora shareholders from ongoing dilution by asking the Alberta Securities Commission to stop Aurora from continuing this abusive practice. Aurora shareholders deserve the freedom to decide whether to accept the Offer without Aurora management creating obstacles that limit their choice and value," concluded Mr. Jordan.
The Application sets forth why Aurora's use of the ATM Program is abusive and seeks appropriate remedies:
1. The Use of the ATM Program by Aurora is an Improper and Abusive Defensive Tactic
According to Curaleaf's Application, the issuance of Shares under the ATM Program is causing serious and ongoing harm to Curaleaf, Aurora shareholders, and the integrity of Alberta's capital markets. Curaleaf believes Aurora's use of the ATM Program:
Increases the total cost of Curaleaf's Offer; Makes it more difficult to reach Offer acceptance thresholds; Further dilutes existing Aurora shareholders; and Risks depriving Aurora shareholders of the opportunity to consider and tender to Curaleaf's Offer. The Application notes that Aurora established the ATM Program in February 2026 and stated that proceeds would be used for "strategic and accretive purposes only." The Application further notes that Aurora has recently described itself as having an "industry-leading balance sheet," being "debt-free," and having approximately C$149 million in cash. Curaleaf believes Aurora's use of the ATM Program while shareholders are considering a premium offer is inconsistent with those stated positions.
The Application further alleges that Aurora has been aware of Curaleaf's interest in pursuing a potential transaction since June 2026, yet continued issuing Shares through the ATM Program, including after Curaleaf publicly announced its intention to commence the Offer.
2. The ATM Program Should Be Cease Traded Pending the Offer
Curaleaf's Application requests, among other things, that the ASC:
Immediately halt further issuances under the ATM Program while the Offer remains outstanding; and Protect Aurora shareholders' ability to fairly consider and respond to Curaleaf's Offer. According to the Application:
Aurora has issued approximately 2.81 million Shares at an average price of US$3.04 per Share since Curaleaf first expressed interest to Aurora in pursuing a transaction; Those Share issuances have increased the aggregate value required to complete Curaleaf's Offer by more than US$11 million; Aurora has diluted shareholders by approximately 4.9% over the same period; and, The ATM Program has diluted shareholders by approximately 10.8% since implementation in February 2026. Curaleaf remains focused on providing Aurora shareholders with a compelling opportunity to realize significant value while participating in the future upside of the world's leading cannabis company. Aurora shareholders are encouraged to read the Offer documents carefully and in their entirety. They are also available on Curaleaf's website and on SEDAR+ (sedarplus.ca) and EDGAR (sec.gov), and Aurora shareholders are encouraged to visit https://grow.curaleaf.com/ for additional information regarding the Offer, including the strategic rationale for the Offer, expected benefits of the combination of the two companies, FAQs, and other relevant materials.
IMPORTANT INFORMATION
This document does not constitute an offer to buy or the solicitation of an offer to sell any securities. The Offer by Curaleaf to purchase all outstanding Shares is made solely by the Offer to Purchase and Circular dated August 18, 2026, as may be amended or supplemented from time to time.
SECURITY HOLDERS ARE URGED TO READ THE OFFER TO PURCHASE AND CIRCULAR, THE REGISTRATION STATEMENT ON FORM F-80, THE TENDER OFFER STATEMENT ON SCHEDULE 14D-1F, AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Free copies are available at www.sec.gov or by contacting the Information Agent, Carson Proxy Advisors, at 1-800-530-5189 (toll-free), 416-751-2066 (local/text), or [email protected].
NOTICE TO U.S. SHAREHOLDERS
The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that the subject company is located in a foreign country, and that some or all of its officers and directors are residents of a foreign country.
Investors should be aware that Curaleaf or its affiliates, directly or indirectly, may bid for or make purchases of the Shares or of Aurora's related securities, or of Curaleaf's securities to be distributed or of Curaleaf's related securities, during the period of the Offer, as permitted by applicable Canadian laws.
Curaleaf has filed with the SEC a Registration Statement on Form F-80 under the U.S. Securities Act of 1933 and a Tender Offer Statement on Schedule 14D-1F under the U.S. Securities Exchange Act of 1934. The Offer is being conducted in accordance with Section 14(e) of the Exchange Act and Regulation 14E.
THE OFFER AND THE CURALEAF SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY U.S. STATE SECURITIES COMMISSION, NOR HAS ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Curaleaf shares have not been registered or otherwise qualified for offer and sale in certain U.S. states where shareholders may reside. No offer is made in those states except to qualifying Exempt Institutional Investors as described in the Offer to Purchase and Circular.
FORWARD-LOOKING INFORMATION
This document contains "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of applicable U.S. securities laws. Such statements relate to, among other things, the expected benefits and anticipated synergies from a combination of Curaleaf and Aurora. Forward-looking statements can often be identified by words such as "believes," "expects," "anticipates," "may," "will," or similar expressions.
Actual results may differ materially due to risks including: changes in general economic conditions; failure to satisfy conditions to the Offer; failure to realize anticipated synergies; fluctuations in foreign exchange and interest rates; regulatory changes; and other risks described under "Risk Factors" in the Offer to Purchase and Circular. The PSLRA safe harbor for forward-looking statements does not apply to statements made in connection with a tender offer. Security holders should not place undue reliance on forward-looking information. Curaleaf disclaims any obligation to update forward-looking information except as required by law.
AURORA INFORMATION
Certain information concerning Aurora herein is based solely on Aurora's publicly available filings and other public sources. Aurora has not reviewed this document. Neither Curaleaf nor its officers or directors assumes responsibility for the accuracy or completeness of such information.
ADDITIONAL INFORMATION
The disposition of Shares and the acquisition of Curaleaf may have U.S. and Canadian tax consequences; shareholders should consult their own tax advisors. Curaleaf's disclosure documents are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
About Curaleaf
Curaleaf (TSX: CURA) (OTCQX: CURLF) is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf's subordinate voting shares are listed on the Toronto Stock Exchange under the symbol "CURA" and trade on the OTCQX market under the symbol "CURLF". For more information, please visit https://ir.curaleaf.com.
Contacts
Media Contact
Kekst CNC
[email protected]
Investor Contact
Curaleaf Holdings, Inc.
[email protected]
Shareholder Contact
Carson Proxy Advisors
North American Toll Free Phone: 1-800-530-5189
Local (Collect outside North America): 416-751-2066
Email: [email protected]
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer and medical cannabis products, today released a fact sheet addressing a number of inaccurate and misleading statements made by Aurora Cannabis Inc. ("Aurora") in connection with Curaleaf's proposal to acquire Aurora.
Curaleaf believes shareholders deserve the facts. While Aurora has focused on criticizing Curaleaf's proposal, shareholders should focus on the fundamental question: which company has a clearer vision for the future and a stronger record of creating shareholder value? The fact sheet below helps shareholders evaluate the choice between Curaleaf's premium offer and Aurora's standalone plan.
Read the fact sheet and learn more at grow.curaleaf.com.
MYTH: "Curaleaf's offer is too low and significantly undervalues Aurora."
FACT: One of the highest premiums in Canadian M&A. A 45% premium is among the higher Canadian M&A premiums of the past decade. Excluding cash on Aurora's balance sheet, Curaleaf's offer represents a 110% premium*. If Aurora's assets are worth more, why has management been unable to unlock that value after years?
More importantly, management's actions don't match its words. Aurora continues to issue shares through its At-the-Market (ATM) program at prices materially below the value implied by Curaleaf's offer. Since Curaleaf's bid, Aurora has accelerated these dilutive issuances while telling shareholders not to tender to a substantially higher value. If management truly believes Aurora is worth so much more, why is it selling stock at lower prices?
MYTH: "Aurora's standalone plan will create more value than Curaleaf's offer."
FACT: Results > promises. Aurora is asking shareholders to continue supporting a "turnaround" strategy that has had nearly six years to prove itself. During this time, management has recorded ~C$5 billion of impairments and ~C$130 million of business transformation costs.
Aurora has overseen negative operating cash flow of more than C$480 million since FY21A, while having one of the highest executive compensation plans among industry peers. ACB's 97% share decline under CEO Miguel Martin speaks for itself. By comparison, Curaleaf generated $447 million of positive operating cash flow since F21.
MYTH: "Aurora just delivered a record year and its strategy is gaining momentum."
FACT: Deteriorating fundamentals, declining outlook. Shareholders should focus on where the business is headed, not where it has been. Management's own guidance says fiscal 2027 revenue is expected to decline to fiscal 2025 levels and adjusted EBITDA is expected to be lower than the prior year.
MYTH: "Curaleaf's shares are overvalued and Aurora shareholders are being offered inflated stock."
FACT: Even Aurora's own advisor disagrees. Aurora argues Curaleaf's shares are overvalued, yet its own financial advisor states that "the trading price of those [Curaleaf] shares can be reasonably regarded as a proxy for their underlying value."
Curaleaf consistently commands a premium because it is the largest publicly traded cannabis company in the world and a leader in profitability and cash flow generation. Aurora can't have it both ways: if Curaleaf's valuation is too high, why is it not high enough for Aurora?
MYTH: "Curaleaf's leverage presents a risk to future equity holders."
FACT: Debt can be repaid; dilution is forever. Curaleaf is the largest cannabis operator by revenue and market cap, among the most profitable by adjusted EBITDA, and is a cash flow leader. Curaleaf's balance sheet compares favorably to peers, and the company's profitability and cash flows support its debt load.
In contrast, Aurora promotes a "debt-free" balance sheet but ignores how that balance sheet was and is being financed. Aurora has raised more than US$400 million since September 2020 through equity issuances at the expense of shareholders and continues to rely on dilutive ATM programs that permanently reduce existing shareholders' ownership.
MYTH: "ACB had substantive discussions with Curaleaf before rejecting our offer."
FACT: They never even discussed price. Aurora never entered into a confidentiality agreement with Curaleaf and never once discussed price. Rather than testing whether additional value could be secured for shareholders, Aurora simply rejected the proposal without even discussing a counteroffer.
MYTH: "The US$5.00 cap imposes a cap on any upside."
FACT: If the cap is the issue, the Board can fix it. Aurora's criticism of the cap structure is a distraction from the significant premium represented by the US$5.00 cap.
The US$5.00 cap price represents an implied premium within the 92nd percentile of Canadian M&A premiums over the last 10 years. The proposed structure encourages ACB shareholders to complete a transaction as soon as possible to lock in the exchange ratio and participate in potential upside and is the same structure that Aurora used in prior M&A transactions.
If Aurora's Board was truly concerned about the cap, they can choose to shorten the 105-day bid period to 35 days and engage constructively with Curaleaf on the particulars of a deal.
MYTH: "Aurora shareholders would trade independent ownership for a minority stake in a company controlled by one individual through multi-voting shares."
FACT: This is about scale, not governance. Aurora shareholders would retain a minority stake in the combined company because Curaleaf is substantially larger than Aurora (>13x market cap prior to the offer).
CURA insiders have nearly US$500 million of their own money invested alongside shareholders, significantly more than Aurora's insider ownership (~20% versus ~1%), and ensuring Curaleaf's management incentives are strongly aligned with shareholders. On the other hand, Aurora insiders have ~10% of the transaction value payable in the event of a change in control. Additionally, since Boris Jordan became CEO, Curaleaf has outperformed Aurora by approximately 57%.
Multi-class voting structures are not a rarity. They are used by many of the largest founder-owned sector leaders, including Alphabet, Meta, Shopify, Palantir, DoorDash, and, among leading cannabis companies, Green Thumb, and Trulieve among others.
MYTH: "Why should Aurora shareholders accept mostly Curaleaf stock?"
FACT: Get paid today, participate in upside tomorrow. Cash consideration represents ~19% of the US$4.00 offer price, in line with precedent Canadian cannabis M&A transactions. Shareholders will receive immediate value while retaining ownership in the largest cannabis company in the sector with broader market exposure, stronger cash generation, and multiple future growth catalysts.
MYTH: "Regulatory reform is already priced into Curaleaf's stock. There isn't much upside left."
FACT: The biggest benefits are still ahead. Federal reform is not a one-time event. The value creation comes from what follows: immediately, materially lower cash taxes and improved free cash flow, and potentially broader institutional ownership, lower financing costs, greater M&A flexibility, access to credit cards, and uplisting to a major U.S. exchange. Those benefits compound over time and have only begun.
MYTH: "Most of Curaleaf's business is Adult Use sales in the United States. That business is still federally illegal."
FACT: Exposure to the world's largest cannabis market is an advantage, not a risk. Our U.S. medical business represents approximately 60%. What's more, U.S. cannabis regulation has been moving steadily in one direction: toward greater normalization, broader acceptance and reduced regulatory barriers. CURA's exposure to the world's largest cannabis market is a benefit and a competitive advantage.
MYTH: "The transaction is not tax efficient for U.S. shareholders"
FACT: Stay invested in the upside. A significant portion of the consideration consists of CURA shares, allowing shareholders to continue their investment in the combined company rather than fully liquidating their position. If tax structuring is a priority for Aurora, they should engage with Curaleaf to negotiate it.
MYTH: "Why would Nasdaq-listed shareholders accept OTC paper?"
FACT: It's about the business, not the exchange. Curaleaf trades on the TSX which is among the largest exchanges globally and is the leading exchange for cannabis issuers. On a 2026 YTD basis, CURA has traded meaningfully more value on the TSX relative to ACB on NASDAQ. Additionally, a Nasdaq listing has not prevented value destruction for ACB shareholders. Lastly, CURA is expected to also trade on a major U.S. exchange once the rescheduling process is completed.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain "forward-looking statements" within the meaning of such statements under applicable securities laws. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward looking statements in this news release include statements regarding the terms of the Offer, the expected benefits of the Offer to the combined company and the financial and strategic benefits of the Offer noted above, synergies and efficiencies that may be achieved upon a combination of the businesses of Aurora and Curaleaf; and expectations with respect to business and geographical diversification of the combined entity. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release, including assumptions based upon Aurora's publicly disclosed information, and that there will be no change in the business, prospects or capitalization of Aurora or Curaleaf. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. A more complete discussion of the risks and uncertainties facing the Company appears in the Company's Annual Information Form and continuous disclosure filings, which are available at www.sedarplus.ca.
Cautionary Statement Respecting Aurora Information
The information concerning Aurora contained in this press release has been taken from, or is based upon, publicly available information filed by Aurora with securities regulatory authorities in Canada prior to the date of this press release and other public sources. Aurora has not reviewed this press release and has not confirmed the accuracy and completeness of the Aurora information contained herein. Neither Curaleaf, nor any of its officers or directors, assumes any responsibility for the accuracy or completeness of such Aurora information. Curaleaf has no means of verifying the accuracy or completeness of any of the Aurora information contained in this press release.
Notice to U.S. Holders
The Offer is being made for the securities of a company formed outside of the United States. The Offer is subject to disclosure requirements of Canada that are different from those of the United States. Financial statements included in the documents, if any, will be prepared in accordance with Canadian accounting standards and may not be comparable to the financial statements of United States companies.
It may be difficult for a securityholder in the United States to enforce his/her/its rights and any claim a securityholder may have arising under the U.S. federal securities laws, since the issuer is located in Canada, and some or all of its officers or directors may be residents of Canada or another country outside of the United States. A securityholder may not be able to sue a Canadian company or its officers or directors in a court in Canada or elsewhere outside of the United States for violations of U.S. securities laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a U.S. court's judgment.
Securityholders should be aware that the issuer may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Contacts
Media Contact
Kekst CNC
[email protected]
Investor Contact
Curaleaf Holdings, Inc.
[email protected]
Shareholder Contact
Carson Proxy Advisors
North American Toll Free Phone: 1-800-530-5189
Local (Collect outside North America): 416-751-2066
Email: [email protected]
Latest opening brings the Company's Florida dispensary count to 77 and 178 nationwide
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announced the opening of Curaleaf Riverview, located at 10422 US Hwy 301 S, Riverview, FL 33578. With this opening, the Company's retail footprint grows to 77 dispensaries in Florida and 178 nationwide.
Located in the Tampa Bay area, Curaleaf Riverview is situated in a rapidly growing suburban community that has evolved from its rural roots along the Alafia River into a thriving hub for young professionals and businesses. With convenient access to Tampa, Brandon, Apollo Beach and the broader South Shore area, Riverview continues to see significant residential, retail and economic growth, making it an increasingly important community in the region. The dispensary features a broad range of products and brands for medical patients, including Curaleaf's Florida-exclusive Reef flower, Dark Heart ultra-premium flower, FIND flower, Anthem pre-rolls and the Select Briq 2 all-in-one vape.
"Our newest dispensary in the Tampa area is the latest of several openings in the state since the beginning of the year," said Boris Jordan, Chairman and CEO of Curaleaf. "This acceleration in the Florida market reflects our long-term strategy to strengthen our presence in this fast-growing medical cannabis market. As we continue to expand, we are focused on providing access to comprehensive, curated products offerings and patient-centered services that enhance the shopping experience."
A grand opening celebration will take place all day at Curaleaf Riverview on September 18 and 19, 2026, featuring brand activations, in-store promotions, and giveaways while supplies last. The dispensary will operate from Monday through Saturday from 9:00 A.M. to 8:30 P.M. ET, and 10:00 A.M. to 7:00 P.M. ET on Sundays.
For more information on Curaleaf's Florida dispensaries, products, and patient resources, please visit https://curaleaf.com/dispensary/florida.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Forward Looking Statements
This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the opening of a dispensary in Riverview, Florida. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is discussed in the Company's Form 8-K dated August 5, 2026 together with the annual report on Form 10-K for the year ended December 31, 2025 and the quarterly report on Form 10-Q for the quarter ended March 31, 2026, attached as exhibits thereto, as well as the Form 10-Q for the quarter ended June 30, 2026, each of which documents have been filed on the Company's EDGAR profile at www.sec.gov/edgar and SEDAR+ profile at www.sedarplus.ca, and as described from time to time in documents filed by the Company with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf"), a leading international provider of consumer and medical cannabis products, today announced that members of Curaleaf's executive management team will be participating in the following investor conference:
ATB Cormark Capital Markets 2026 Fall Institutional Investor Conference
Joe Lusardi - Executive Vice Chairman, Ed Kremer- Chief Financial Officer, and Camilo Lyon- Chief Investment Officer will be participate in investor meetings.
Date: September 9, 2026
Location: New York City
For more information regarding upcoming Curaleaf financial community conference and event participation as well as details to access the webcasts, when available, please visit Curaleaf's IR website at https://ir.curaleaf.com/events.
About Curaleaf Holdings, Inc.
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Curaleaf IR X: @Curaleaf_IR
Investor Relations Website: https://ir.curaleaf.com/
Curaleaf Offers a 45% Premium and Meaningful Future Upside: Aurora shareholders can realize immediate value alongside the opportunity to participate in the upside of a substantially larger, more diversified cannabis platform.Aurora Promotes a "Debt-Free" Balance Sheet While Overlooking Years of Shareholder Dilution to Fund It: Since September 2020, Aurora has raised $398 million in capital at the expense of shareholders through equity issuances, resulting in massive shareholder dilution. Additional dilution continues through its existing "At the Market" (ATM) program.Aurora's Board Doesn't Believe Its Own Valuation Argument: Within the last two quarters, Aurora's Board sold shares through its ATM program diluting shareholders at average prices of US$3.57 and US$3.09 per share, materially below the price it now argues is inadequate. Aurora's Own Outlook Points to a Business Going Backwards, without any Go-Forward Vision: Management's own guidance calls for fiscal 2027 revenue to return to approximately fiscal 2025 levels, with adjusted EBITDA expected to decline precipitously from fiscal 2026; whereas Curaleaf has presented a clear vision to create value.Aurora's Business is Not Generating Cash, It is Burning It: Operating cash flow was negative in the June quarter, and shareholders remain exposed to substantial additional equity dilution through existing ATM programs. Curaleaf has generated $157 million of operating cash in the LTM period.Aurora's Never-Ending Transformation is Not Working: A six-year program is not a transformation. It is the business model. The current CEO was appointed in September 2020, and business transformation costs have been charged in seven consecutive years. Aurora's Attacks Ignore Curaleaf's Superior Fundamentals: Curaleaf generates operating cash flow, is well positioned to benefit from multiple industry and regulatory catalysts and invests for growth. Access to institutional debt markets reflects lender confidence in this positioning.Curaleaf Offers a Stronger Business and a Better Platform. Shareholders receive equity in a company with broad exposure across U.S. medical and adult-use markets, positive cash flow generation, an international footprint with expansion opportunities, and multiple regulatory catalysts, with a strong growth profile and future cash-generating ability. , /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf"), a leading international provider of consumer and medical cannabis products, today responded to misleading statements contained in Aurora Cannabis Inc.'s (TSX: ACB) (NASDAQ: ACB) ("Aurora") Directors' Circular and reiterated its belief that the Curaleaf offer represents the most compelling path forward for Aurora shareholders.
"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. Not once has there been a counteroffer presented to us, which shows managements' motives to preserve their own positions versus creating value for shareholders," said Boris Jordan, Chairman and Chief Executive Officer of Curaleaf. "Rather than working constructively to evaluate a proposal that delivers immediate value and a substantial premium, Aurora's Board has chosen to rely on hollow arguments that are contradicted by its own actions."
Jordan continued: "Aurora's response sidesteps the fundamental question facing shareholders: if management's plan creates greater value than our offer, where is the evidence? Aurora's own guidance points to declining revenue and EBITDA, continued cash burn and further shareholder dilution. By contrast, Curaleaf offers shareholders a 45% premium and immediate exposure to one of the largest and most diversified cannabis companies in the world."
"We remain ready and willing to engage constructively with Aurora to discuss this offer at any point," Jordan concluded.
FAIR VALUE IS SET BY THE MARKET
Aurora argues that Curaleaf's offer fails to reflect the sum of its parts and points to historical trading levels as evidence of intrinsic value, while also stating that the $5 cap limits incremental upside.
We disagree and Aurora's own actions demonstrate they do as well. Here are the facts:
The offer represents a 45% premium to Aurora's unaffected trading price, which is among the 63rd percentile of Canadian M&A premiums paid over the last 10 years.Excluding cash, the premium represents 110%. This premium is despite Aurora's management guiding to a smaller, less profitable business in fiscal 2027.In addition to the premium, the offer represents an implied CY2026E Adjusted EBITDA multiple of 12.0x, more than 68% higher than comparable Canadian peers.Aurora's Board approved dilutive equity issuances through its ATM program at average prices of US$3.57 during fiscal 2026 and more recently US$3.09 during the June quarter, prices materially below the Curaleaf offer and the value it now claims shareholders should reject.Aurora's share price has hit all-time lows under the current management team.Constant restructuring and inventory impairment charges presented as non-recurring for seven consecutive years.Aurora's management has consistently failed to properly integrate acquisitions and auditors have reported ineffective controls over inventory and biological assets in each year since FY2020 (KPMG resigned as Aurora's auditor in April 2024).The US$5.00 cap represents an 82% premium to Aurora's 30-day VWAP on the unaffected date of August 10, 2026 and a 197% premium on an ex-cash basis.Aurora's criticism of the cap structure is trying to deflect attention from the underlying significant and compelling premium the US$5.00 cap represents.The US$5.00 cap price represents an implied premium within the 92nd percentile of Canadian M&A premiums over the last 10 years.The proposed structure encourages Aurora shareholders to complete a transaction as soon as possible to lock in the exchange ratio and participate in the potential upside with Curaleaf.This is the same structure that Aurora itself used in its prior hostile M&A activity and its cap value had already been hit when the bid was launched publicly.The question shareholders must ask the Board is simple – If Aurora's assets were worth substantially more apart than together why haven't those separation opportunities been pursued after six years of strategic reviews and repositioning efforts by the same management team?
THE DECEMBER 2025 SHARE PRICE IS IRRELEVANT
Aurora highlights that its shares traded above US$5.00 as recently as December 2025.
Shareholders should focus on where the business is headed, not where the share price traded nine months ago. Since December 2025:
Canadian medical revenue has declined significantly and will continue to suffer as the reimbursement rates by Veterans Affairs Canada have been reduced by almost 30%;German regulators have removed insurance reimbursement, a meaningful contributor to Aurora's German business;Quarterly adjusted EBITDA has fallen by 63%;Operating cash flow has turned negative;Management has guided fiscal 2027 revenue to decline toward fiscal 2025 levels; andFiscal 2027 adjusted EBITDA is expected to be significantly below fiscal 2026 levels.The market is a forward looking mechanism and Aurora's unaffected share price reflected weakening fundamental prospects for fiscal 2027 and beyond prior to our bid.
THE REAL QUESTION IS NOT BALANCE SHEET BUT EQUITY DILUTION
Aurora frequently emphasizes that it has no debt.
This argument omits a critical distinction: Equity shareholders have financed that balance sheet through multiple dilutive ATM programs through which Aurora has sold stock.
Since September 2020 alone, approximately US$398 million has been raised through dilutive share issuances, diluting shareholders by approximately 31%.Aurora maintains additional ATM capacity, while the business continues to rapidly burn cash. Operating cash flow was negative C$4.4 million in the June quarter.Debt can be repaid through cash flow. Equity dilution is permanent. Shareholders should decide for themselves which approach has better preserved ownership value.
CURALEAF'S BUSINESS IS LARGER, MORE DIVERSIFIED AND BETTER POSITIONED
Aurora has sought to characterize Curaleaf's capital structure, tax position, exchange listing, and dual-class share structure as disadvantages.
This argument belies the vastly superior fundamentals of Curaleaf's business. The facts are straightforward:
Curaleaf generated $50 million in operating cash flow and $17 million in free cash flow during the first half of 2026 while continuing to invest $33 million in growth.Curaleaf successfully raised US$500 million of senior secured notes from sophisticated institutional investors, reflecting lender confidence in the durability of its business and future cash flows.CURALEAF'S UNCERTAIN TAX POSITION (UTP) ADDRESSED THROUGH FEDERAL RESCHEDULING
Uncertain tax positions related to IRC section 280E are a well understood phenomenon in the U.S. cannabis market and are captured as liabilities in the valuations and trading multiples of U.S. Cannabis MSOs.The reclassification of medical cannabis from Schedule I to III on April 23, 2026 has removed the 280E tax treatment and ceased future accruals of the liability. The rescheduling of adult use cannabis is currently in process by the DEA and a similar outcome is expected.Curaleaf's UTP balance as a percentage of TEV (13%) is one of the lowest relative to the U.S. cannabis peer average of ~30%.CURALEAF'S DEBT POSITION IS WELL MANAGED AND SUPPORTED BY OPERATING CASH FLOWS
Curaleaf generated US$145 million of operating cash flow over the LTM period ended June 30, 2026, and has the highest revenue and is one of the most profitable operators based on EBITDA amongst its U.S. cannabis peers.Net debt [excluding UTP] represents ~25% of the Company's total capitalization which is below the peer average of 37%.Curaleaf's operating cash flow is expected to grow to approximately US$165 million by FY27E which represents growth of ~20% over FY25 operating cash flow of US$138 million, significantly above the peer average of approximately 3%.Curaleaf's profitability and continued growth of operating cash flows allow for rapid de-leveraging from ~3.3x net debt to LTM adjusted EBITDA to 2.7x by FY2027E.On a pro forma basis, synergies and consolidated operating cash flows will further support de-leveraging.TSX-LISTED CURALEAF LIQUIDITY HAS PROVEN TO EXCEED THAT OF NASDAQ-LISTED AURORA
The TSX is among the largest exchanges globally with more than 2,200 listed issuers making up over C$7 trillion of market capitalization, an exchange that Aurora also trades on;The TSX is the leading exchange for cannabis issuers, representing more than US$6 billion of market capitalization across the sector, almost double the aggregate market capitalization of cannabis companies listed on the tech-heavy NASDAQ.On a 2026 YTD[1] basis, Curaleaf has traded more value on the TSX (US$297 million) relative to Aurora's value traded on the NASDAQ (US$99 million).2026 YTD1 value traded across all Canadian listings was US$527 million for Curaleaf and US$511 million for Aurora across all ancillary US listings.Ultimately, a company's performance is a more significant driver of its performance vs. the exchange on which it trades. CURALEAF'S DUAL CLASS STRUCTURE IS A BENEFIT AS INCENTIVES ARE ALIGNED WITH SHAREHOLDERS
Management and other Curaleaf insiders own 21 million subordinate voting shares and 31 million multiple voting shares, representing an economic interest of ~20% and approximately US$500 million of value, significantly more than Aurora's insider ownership of ~1%.Some of the largest, founder owned, sector leaders, including some of the most notable companies in the world (Alphabet, Meta, Shopify, Palantir, DoorDash, among others, as well as other U.S. MSOs such as Green Thumb Industries and Trulieve) have multi-class voting structures. In general, Multi-Class Issuers on the TSX have had a track record of outperforming the broader S&P / TSX Composite index with returns2 of 295% vs. 152% for the broader index.Since being appointed CEO on August 16, 2024, Boris Jordan has led Curaleaf's relative share price outperformance exceeding U.S. cannabis peers by ~42 percentage points and outperformance of Aurora by ~57 percentage points over the same period.Boris Jordan has also invested significant personal wealth into building his nearly 20% stake in Curaleaf, making it into the global leader it is today. As such, management incentives are properly aligned with shareholders. He works in the company's headquarters with his executive team overseeing the day-to-day activities of the business, while Aurora's CEO runs a business based in Canada from his home in the U.S.SHAREHOLDERS DESERVE AN ALTERNATIVE TO YEARS OF VALUE DESTRUCTION
Aurora's management argues that it inherited historical challenges and continues to execute a transformation.
This is now the third major strategic repositioning in roughly six years. At some point, transformation ceases to be a temporary phase and becomes the operating model.
The time is up for Aurora's management team to deliver value through their strategic plan – they have had six years to execute their standalone business plan, during which Aurora:Generated cumulative operating cash flow losses of more than C$480 million.Recorded more than C$400 million of inventory impairments and business transformation costs.Taken more than five years to exit its unprofitable and eroding consumer segment.Share price declined 97%, significantly underperforming peers.The Board has maintained one of the most expensive executive compensation packages among industry peers. We encourage all shareholders to ask the following of the Board and its Special Committee:
What is different this time than the last six years?If their current iteration of the business plan and transformation is going to work, why does management's own forecast anticipate lower revenue and lower EBITDA next year?If Aurora is truly committed to maximizing value for shareholders, why have they refused to engage in a single constructive conversation regarding this shareholder maximizing transaction?Importantly, Aurora shareholders are being offered ownership in one of the largest and most diversified cannabis companies globally, with exposure to:
U.S. medical markets;U.S. adult-use markets;European medical cannabis growth;International pharmaceutical distribution; andPotential value creation associated with continued U.S. federal reform.Curaleaf's proposal delivers immediate value, participation in future growth, exposure to significant regulatory catalysts and ownership in a substantially larger and more diversified business.
We believe Aurora shareholders deserve the opportunity to evaluate the Curaleaf proposal and decide for themselves which path offers the better future.
Aurora shareholders are urged to read the offer documents carefully and in their entirety. They are also available on Curaleaf's website and on SEDAR+ (sedarplus.ca) and EDGAR (sec.gov), and Aurora shareholders are encouraged to visit https://grow.curaleaf.com/ for additional information regarding the offer, including the strategic rationale for the offer, expected benefits of the combination of the two companies, FAQs, and other relevant materials.
This press release contains certain "forward-looking statements" within the meaning of such statements under applicable securities laws. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward looking statements in this news release include statements regarding the terms of the Offer, the expected benefits of the Offer to the combined company and the financial and strategic benefits of the Offer noted above, synergies and efficiencies that may be achieved upon a combination of the businesses of Aurora and Curaleaf; and expectations with respect to business and geographical diversification of the combined entity. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release, including assumptions based upon Aurora's publicly disclosed information, and that there will be no change in the business, prospects or capitalization of Aurora or Curaleaf. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. A more complete discussion of the risks and uncertainties facing the Company appears in the Company's Annual Information Form and continuous disclosure filings, which are available at www.sedarplus.ca.
Cautionary Statement Respecting Aurora Information
The information concerning Aurora contained in this press release has been taken from, or is based upon, publicly available information filed by Aurora with securities regulatory authorities in Canada prior to the date of this press release and other public sources. Aurora has not reviewed this press release and has not confirmed the accuracy and completeness of the Aurora information contained herein. Neither Curaleaf, nor any of its officers or directors, assumes any responsibility for the accuracy or completeness of such Aurora information. Curaleaf has no means of verifying the accuracy or completeness of any of the Aurora information contained in this press release.
Notice to U.S. Holders
The Offer is being made for the securities of a company formed outside of the United States. The Offer is subject to disclosure requirements of Canada that are different from those of the United States. Financial statements included in the documents, if any, will be prepared in accordance with Canadian accounting standards and may not be comparable to the financial statements of United States companies.
It may be difficult for a securityholder in the United States to enforce his/her/its rights and any claim a securityholder may have arising under the U.S. federal securities laws, since the issuer is located in Canada, and some or all of its officers or directors may be residents of Canada or another country outside of the United States. A securityholder may not be able to sue a Canadian company or its officers or directors in a court in Canada or elsewhere outside of the United States for violations of U.S. securities laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a U.S. court's judgment.
Securityholders should be aware that the issuer may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Contacts
Media Contact
Kekst CNC
[email protected]
Investor Contact
Curaleaf Holdings, Inc.
[email protected]
Shareholder Contact
Carson Proxy Advisors
North American Toll Free Phone: 1-800-530-5189
Local (Collect outside North America): 416-751-2066
Email: [email protected]
1 Trading activity from January 1, 2026 to August 10, 2026
2 Returns excluding dividends
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Curaleaf Offers a 45% Premium and Meaningful Future Upside: Aurora shareholders can realize immediate value alongside the opportunity to participate in the upside of a substantially larger, more diversified cannabis platform. Aurora Promotes a "Debt-Free" Balance Sheet While Overlooking Years of Shareholder Dilution to Fund It: Since September 2020, Aurora has raised $398 million in capital at the expense of shareholders through equity issuances, resulting in massive shareholder dilution. Additional dilution continues through its existing "At the Market" (ATM) program. Aurora's Board Doesn't Believe Its Own Valuation Argument: Within the last two quarters, Aurora's Board sold shares through its ATM program diluting shareholders at average prices of US$3.57 and US$3.09 per share, materially below the price it now argues is inadequate. Aurora's Own Outlook Points to a Business Going Backwards, without any Go-Forward Vision: Management's own guidance calls for fiscal 2027 revenue to return to approximately fiscal 2025 levels, with adjusted EBITDA expected to decline precipitously from fiscal 2026; whereas Curaleaf has presented a clear vision to create value. Aurora's Business is Not Generating Cash, It is Burning It: Operating cash flow was negative in the June quarter, and shareholders remain exposed to substantial additional equity dilution through existing ATM programs. Curaleaf has generated $157 million of operating cash in the LTM period. Aurora's Never-Ending Transformation is Not Working: A six-year program is not a transformation. It is the business model. The current CEO was appointed in September 2020, and business transformation costs have been charged in seven consecutive years. Aurora's Attacks Ignore Curaleaf's Superior Fundamentals: Curaleaf generates operating cash flow, is well positioned to benefit from multiple industry and regulatory catalysts and invests for growth. Access to institutional debt markets reflects lender confidence in this positioning. Curaleaf Offers a Stronger Business and a Better Platform. Shareholders receive equity in a company with broad exposure across U.S. medical and adult-use markets, positive cash flow generation, an international footprint with expansion opportunities, and multiple regulatory catalysts, with a strong growth profile and future cash-generating ability. , /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf"), a leading international provider of consumer and medical cannabis products, today responded to misleading statements contained in Aurora Cannabis Inc.'s (TSX: ACB) (NASDAQ: ACB) ("Aurora") Directors' Circular and reiterated its belief that the Curaleaf offer represents the most compelling path forward for Aurora shareholders.
"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. Not once has there been a counteroffer presented to us, which shows managements' motives to preserve their own positions versus creating value for shareholders," said Boris Jordan, Chairman and Chief Executive Officer of Curaleaf. "Rather than working constructively to evaluate a proposal that delivers immediate value and a substantial premium, Aurora's Board has chosen to rely on hollow arguments that are contradicted by its own actions."
Jordan continued: "Aurora's response sidesteps the fundamental question facing shareholders: if management's plan creates greater value than our offer, where is the evidence? Aurora's own guidance points to declining revenue and EBITDA, continued cash burn and further shareholder dilution. By contrast, Curaleaf offers shareholders a 45% premium and immediate exposure to one of the largest and most diversified cannabis companies in the world."
"We remain ready and willing to engage constructively with Aurora to discuss this offer at any point," Jordan concluded.
FAIR VALUE IS SET BY THE MARKET
Aurora argues that Curaleaf's offer fails to reflect the sum of its parts and points to historical trading levels as evidence of intrinsic value, while also stating that the $5 cap limits incremental upside.
We disagree and Aurora's own actions demonstrate they do as well. Here are the facts:
The offer represents a 45% premium to Aurora's unaffected trading price, which is among the 63rd percentile of Canadian M&A premiums paid over the last 10 years. Excluding cash, the premium represents 110%. This premium is despite Aurora's management guiding to a smaller, less profitable business in fiscal 2027. In addition to the premium, the offer represents an implied CY2026E Adjusted EBITDA multiple of 12.0x, more than 68% higher than comparable Canadian peers. Aurora's Board approved dilutive equity issuances through its ATM program at average prices of US$3.57 during fiscal 2026 and more recently US$3.09 during the June quarter, prices materially below the Curaleaf offer and the value it now claims shareholders should reject. Aurora's share price has hit all-time lows under the current management team. Constant restructuring and inventory impairment charges presented as non-recurring for seven consecutive years. Aurora's management has consistently failed to properly integrate acquisitions and auditors have reported ineffective controls over inventory and biological assets in each year since FY2020 (KPMG resigned as Aurora's auditor in April 2024). The US$5.00 cap represents an 82% premium to Aurora's 30-day VWAP on the unaffected date of August 10, 2026 and a 197% premium on an ex-cash basis. Aurora's criticism of the cap structure is trying to deflect attention from the underlying significant and compelling premium the US$5.00 cap represents. The US$5.00 cap price represents an implied premium within the 92nd percentile of Canadian M&A premiums over the last 10 years. The proposed structure encourages Aurora shareholders to complete a transaction as soon as possible to lock in the exchange ratio and participate in the potential upside with Curaleaf. This is the same structure that Aurora itself used in its prior hostile M&A activity and its cap value had already been hit when the bid was launched publicly. The question shareholders must ask the Board is simple – If Aurora's assets were worth substantially more apart than together why haven't those separation opportunities been pursued after six years of strategic reviews and repositioning efforts by the same management team?
THE DECEMBER 2025 SHARE PRICE IS IRRELEVANT
Aurora highlights that its shares traded above US$5.00 as recently as December 2025.
Shareholders should focus on where the business is headed, not where the share price traded nine months ago. Since December 2025:
Canadian medical revenue has declined significantly and will continue to suffer as the reimbursement rates by Veterans Affairs Canada have been reduced by almost 30%; German regulators have removed insurance reimbursement, a meaningful contributor to Aurora's German business; Quarterly adjusted EBITDA has fallen by 63%; Operating cash flow has turned negative; Management has guided fiscal 2027 revenue to decline toward fiscal 2025 levels; and Fiscal 2027 adjusted EBITDA is expected to be significantly below fiscal 2026 levels. The market is a forward looking mechanism and Aurora's unaffected share price reflected weakening fundamental prospects for fiscal 2027 and beyond prior to our bid.
THE REAL QUESTION IS NOT BALANCE SHEET BUT EQUITY DILUTION
Aurora frequently emphasizes that it has no debt.
This argument omits a critical distinction: Equity shareholders have financed that balance sheet through multiple dilutive ATM programs through which Aurora has sold stock.
Since September 2020 alone, approximately US$398 million has been raised through dilutive share issuances, diluting shareholders by approximately 31%. Aurora maintains additional ATM capacity, while the business continues to rapidly burn cash. Operating cash flow was negative C$4.4 million in the June quarter. Debt can be repaid through cash flow. Equity dilution is permanent. Shareholders should decide for themselves which approach has better preserved ownership value.
CURALEAF'S BUSINESS IS LARGER, MORE DIVERSIFIED AND BETTER POSITIONED
Aurora has sought to characterize Curaleaf's capital structure, tax position, exchange listing, and dual-class share structure as disadvantages.
This argument belies the vastly superior fundamentals of Curaleaf's business. The facts are straightforward:
Curaleaf generated $50 million in operating cash flow and $17 million in free cash flow during the first half of 2026 while continuing to invest $33 million in growth. Curaleaf successfully raised US$500 million of senior secured notes from sophisticated institutional investors, reflecting lender confidence in the durability of its business and future cash flows. CURALEAF'S UNCERTAIN TAX POSITION (UTP) ADDRESSED THROUGH FEDERAL RESCHEDULING
Uncertain tax positions related to IRC section 280E are a well understood phenomenon in the U.S. cannabis market and are captured as liabilities in the valuations and trading multiples of U.S. Cannabis MSOs. The reclassification of medical cannabis from Schedule I to III on April 23, 2026 has removed the 280E tax treatment and ceased future accruals of the liability. The rescheduling of adult use cannabis is currently in process by the DEA and a similar outcome is expected. Curaleaf's UTP balance as a percentage of TEV (13%) is one of the lowest relative to the U.S. cannabis peer average of ~30%. CURALEAF'S DEBT POSITION IS WELL MANAGED AND SUPPORTED BY OPERATING CASH FLOWS
Curaleaf generated US$145 million of operating cash flow over the LTM period ended June 30, 2026, and has the highest revenue and is one of the most profitable operators based on EBITDA amongst its U.S. cannabis peers. Net debt [excluding UTP] represents ~25% of the Company's total capitalization which is below the peer average of 37%. Curaleaf's operating cash flow is expected to grow to approximately US$165 million by FY27E which represents growth of ~20% over FY25 operating cash flow of US$138 million, significantly above the peer average of approximately 3%. Curaleaf's profitability and continued growth of operating cash flows allow for rapid de-leveraging from ~3.3x net debt to LTM adjusted EBITDA to 2.7x by FY2027E. On a pro forma basis, synergies and consolidated operating cash flows will further support de-leveraging. TSX-LISTED CURALEAF LIQUIDITY HAS PROVEN TO EXCEED THAT OF NASDAQ-LISTED AURORA
The TSX is among the largest exchanges globally with more than 2,200 listed issuers making up over C$7 trillion of market capitalization, an exchange that Aurora also trades on; The TSX is the leading exchange for cannabis issuers, representing more than US$6 billion of market capitalization across the sector, almost double the aggregate market capitalization of cannabis companies listed on the tech-heavy NASDAQ. On a 2026 YTD[1] basis, Curaleaf has traded more value on the TSX (US$297 million) relative to Aurora's value traded on the NASDAQ (US$99 million). 2026 YTD1 value traded across all Canadian listings was US$527 million for Curaleaf and US$511 million for Aurora across all ancillary US listings. Ultimately, a company's performance is a more significant driver of its performance vs. the exchange on which it trades. CURALEAF'S DUAL CLASS STRUCTURE IS A BENEFIT AS INCENTIVES ARE ALIGNED WITH SHAREHOLDERS
Management and other Curaleaf insiders own 21 million subordinate voting shares and 31 million multiple voting shares, representing an economic interest of ~20% and approximately US$500 million of value, significantly more than Aurora's insider ownership of ~1%. Some of the largest, founder owned, sector leaders, including some of the most notable companies in the world (Alphabet, Meta, Shopify, Palantir, DoorDash, among others, as well as other U.S. MSOs such as Green Thumb Industries and Trulieve) have multi-class voting structures. In general, Multi-Class Issuers on the TSX have had a track record of outperforming the broader S&P / TSX Composite index with returns2 of 295% vs. 152% for the broader index. Since being appointed CEO on August 16, 2024, Boris Jordan has led Curaleaf's relative share price outperformance exceeding U.S. cannabis peers by ~42 percentage points and outperformance of Aurora by ~57 percentage points over the same period. Boris Jordan has also invested significant personal wealth into building his nearly 20% stake in Curaleaf, making it into the global leader it is today. As such, management incentives are properly aligned with shareholders. He works in the company's headquarters with his executive team overseeing the day-to-day activities of the business, while Aurora's CEO runs a business based in Canada from his home in the U.S. SHAREHOLDERS DESERVE AN ALTERNATIVE TO YEARS OF VALUE DESTRUCTION
Aurora's management argues that it inherited historical challenges and continues to execute a transformation.
This is now the third major strategic repositioning in roughly six years. At some point, transformation ceases to be a temporary phase and becomes the operating model.
The time is up for Aurora's management team to deliver value through their strategic plan – they have had six years to execute their standalone business plan, during which Aurora: Generated cumulative operating cash flow losses of more than C$480 million. Recorded more than C$400 million of inventory impairments and business transformation costs. Taken more than five years to exit its unprofitable and eroding consumer segment. Share price declined 97%, significantly underperforming peers. The Board has maintained one of the most expensive executive compensation packages among industry peers. We encourage all shareholders to ask the following of the Board and its Special Committee:
What is different this time than the last six years? If their current iteration of the business plan and transformation is going to work, why does management's own forecast anticipate lower revenue and lower EBITDA next year? If Aurora is truly committed to maximizing value for shareholders, why have they refused to engage in a single constructive conversation regarding this shareholder maximizing transaction? Importantly, Aurora shareholders are being offered ownership in one of the largest and most diversified cannabis companies globally, with exposure to:
U.S. medical markets; U.S. adult-use markets; European medical cannabis growth; International pharmaceutical distribution; and Potential value creation associated with continued U.S. federal reform. Curaleaf's proposal delivers immediate value, participation in future growth, exposure to significant regulatory catalysts and ownership in a substantially larger and more diversified business.
We believe Aurora shareholders deserve the opportunity to evaluate the Curaleaf proposal and decide for themselves which path offers the better future.
Aurora shareholders are urged to read the offer documents carefully and in their entirety. They are also available on Curaleaf's website and on SEDAR+ (sedarplus.ca) and EDGAR (sec.gov), and Aurora shareholders are encouraged to visit https://grow.curaleaf.com/ for additional information regarding the offer, including the strategic rationale for the offer, expected benefits of the combination of the two companies, FAQs, and other relevant materials.
This press release contains certain "forward-looking statements" within the meaning of such statements under applicable securities laws. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward looking statements in this news release include statements regarding the terms of the Offer, the expected benefits of the Offer to the combined company and the financial and strategic benefits of the Offer noted above, synergies and efficiencies that may be achieved upon a combination of the businesses of Aurora and Curaleaf; and expectations with respect to business and geographical diversification of the combined entity. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release, including assumptions based upon Aurora's publicly disclosed information, and that there will be no change in the business, prospects or capitalization of Aurora or Curaleaf. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. A more complete discussion of the risks and uncertainties facing the Company appears in the Company's Annual Information Form and continuous disclosure filings, which are available at www.sedarplus.ca.
Cautionary Statement Respecting Aurora Information
The information concerning Aurora contained in this press release has been taken from, or is based upon, publicly available information filed by Aurora with securities regulatory authorities in Canada prior to the date of this press release and other public sources. Aurora has not reviewed this press release and has not confirmed the accuracy and completeness of the Aurora information contained herein. Neither Curaleaf, nor any of its officers or directors, assumes any responsibility for the accuracy or completeness of such Aurora information. Curaleaf has no means of verifying the accuracy or completeness of any of the Aurora information contained in this press release.
Notice to U.S. Holders
The Offer is being made for the securities of a company formed outside of the United States. The Offer is subject to disclosure requirements of Canada that are different from those of the United States. Financial statements included in the documents, if any, will be prepared in accordance with Canadian accounting standards and may not be comparable to the financial statements of United States companies.
It may be difficult for a securityholder in the United States to enforce his/her/its rights and any claim a securityholder may have arising under the U.S. federal securities laws, since the issuer is located in Canada, and some or all of its officers or directors may be residents of Canada or another country outside of the United States. A securityholder may not be able to sue a Canadian company or its officers or directors in a court in Canada or elsewhere outside of the United States for violations of U.S. securities laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a U.S. court's judgment.
Securityholders should be aware that the issuer may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Contacts
Media Contact
Kekst CNC
[email protected]
Investor Contact
Curaleaf Holdings, Inc.
[email protected]
Shareholder Contact
Carson Proxy Advisors
North American Toll Free Phone: 1-800-530-5189
Local (Collect outside North America): 416-751-2066
Email: [email protected]
1 Trading activity from January 1, 2026 to August 10, 2026
2 Returns excluding dividends
Curaleaf's hostile and opportunistic bid significantly undervalues Aurora, and aims to capture Aurora's assets at a discount Aurora is debt free and holds $149 million in cash1, Curaleaf carries over $1 billion in debt2, Aurora shareholders' own cash should not be used to help fix Curaleaf's balance sheet The hostile bid exposes Aurora shareholders to significant risks not fairly disclosed and could meaningfully weaken shareholder rights Aurora's transformation into a global, high-margin medical cannabis leader is delivering results, and the Board believes significant value creation lies ahead Aurora Files Directors' Circular Unanimously Recommending Shareholders REJECT Curaleaf's Hostile Bid by TAKING NO ACTION and NOT TENDERING their shares To keep current with and obtain information about the hostile bid, please visit www.ProtectAurora.com , /PRNewswire/ -- Aurora Cannabis Inc. ("Aurora" or the "Company") (TSX: ACB) (NASDAQ: ACB), the leading Canadian-based global medical cannabis company, today urged shareholders to reject the unsolicited take-over bid ("Hostile Bid") from Curaleaf Holdings, Inc. ("Curaleaf") (TSX: CURA) (OTCQX: CURLF), warning that the Hostile Bid would put Aurora shareholders' value and future upside at risk. Following a comprehensive review by Aurora's Board of Directors (the "Board"), on the unanimous recommendation of a special committee comprised of independent directors (the "Special Committee"), and after receiving external advice from financial and legal advisors, the Board unanimously concluded that the Hostile Bid is not in the best interests of Aurora or Aurora shareholders.
The Board UNANIMOUSLY recommends that Aurora shareholders REJECT the Hostile Bid by TAKING NO ACTION and NOT TENDERING their shares.
The Board UNANIMOUSLY recommends that any Aurora shareholders who have tendered their shares to the Hostile Bid WITHDRAW those shares.
"This transaction would be harmful to Aurora shareholders as the hostile bid is inadequate," said Miguel Martin, Executive Chairman and CEO of Aurora. "Curaleaf has over a $1 billion in debt and is asking shareholders to give up ownership of a stronger, debt-free and growing global medical cannabis company in exchange for an offer with intentionally limited upside, that does not reflect Aurora's fundamental value, exposes shareholders to Curaleaf's risks and would leave shareholders with limited voting influence in a combined company."
"Shareholders of Aurora should understand plainly: Curaleaf is not offering you fair value for your shares, and your cash, your rights and your future upside are at stake," added Mr. Martin. "Curaleaf is attempting to use Aurora shareholders' own cash to help finance this bid, acquire Aurora's assets at a discount and shift material risks onto our shareholders. The Board strongly and unanimously recommends that shareholders reject the offer, by taking no action and do not tender their shares. Aurora has been built for the long-term and staying with our Company is the right decision."
__________________________________
1 "Cash" refers to cash, restricted cash. short term investments and cash equivalents as of June 30, 2026, as filed in our financial statements on August 5,2026 which can be found on Sedar+, EDGAR and Aurora's website.
2 "Debt" refers to indebtedness, financial obligations and lease liabilities as of June 30, 2026, as filed in Curaleaf Holdings Inc financial statements on August 5, 2026, which can be found on Sedar+, EDGAR and Curaleaf's website.
Following the announcement of the Hostile Bid, independent equity research analysts shared their view that the Hostile Bid undervalues Aurora, including:
"We believe the bid undervalues Aurora and does not adequately reflect its medical cannabis leadership, balance sheet flexibility, international expertise, or long-term growth potential." TD Securities Inc. – Canada August 2026
Why the Hostile Bid Is Harmful to Aurora Shareholders
The Hostile Bid is inadequate and significantly undervalues Aurora. The Hostile Bid values Aurora at a significant discount compared to other cannabis companies and does not provide shareholders with a meaningful change of control premium relative to the full value of our business. Curaleaf's stated premium is based on a calculation that Aurora believes makes the Hostile Bid look better than the value shareholders would actually receive, a concern also raised by independent analyst commentary. The Special Committee and the Board received a written opinion from their financial advisor dated September 1, 2026, the full text of which is included in the circular. Curaleaf has over $1 billion in debt2 and would gain control of Aurora shareholders' cash without paying fairly. Aurora is debt-free and has approximately $149 million in cash1 – cash that belongs to its shareholders. Under the Hostile Bid, shareholders would receive only a portion of that value, while Curaleaf would gain control of the remaining funds upon closing. In effect, Curaleaf's Hostile Bid is proposing to use Aurora shareholders' own cash to help fix their balance sheet and acquire Aurora's assets at a discount. The Hostile Bid shifts Curaleaf's risks onto Aurora shareholders. Instead of owning a debt-free company with cash on hand, Aurora shareholders would receive Curaleaf shares that may be harder to trade and could fluctuate in value before and after the bid closes. Shareholders would also be exposed to Curaleaf's share price volatility, high-cost debt, tax uncertainties, regulatory risks, weak governance structure, limited liquidity and lack of a U.S. national securities exchange listing for Curaleaf shares, further impacting U.S.-based Aurora shareholders. Curaleaf has not fairly disclosed the full downside that shareholders would assume. The Hostile Bid asks Aurora shareholders to accept shares in a company with material financial, regulatory, tax and governance risks, while Curaleaf's messaging focuses on headline premiums that do not reflect the value of Aurora's cash, or the underlying value to be generated by our proven strategy and future growth opportunities. Your shareholder rights could be meaningfully weakened. Under Curaleaf's ownership structure, Aurora shareholders would exchange independent ownership for a small minority stake in a company where voting control is concentrated through multi-voting shares. Based on the exchange ratio, Aurora shareholders would own approximately 7.7% of the combined company but hold only approximately 3.2% of the votes, leaving them with limited influence over the company they would partly own. The opportunistic Hostile Bid aims to capture Aurora's assets at a discount. Aurora has spent years building a differentiated global medical cannabis platform, including EU-GMP manufacturing capabilities, regulatory expertise and leadership in high-margin international medical markets. Curaleaf is seeking to acquire those assets before Aurora shareholders receive the full value of their investment. This benefits Curaleaf's shareholders at the expense of Aurora's shareholders. Aurora has a stronger path forward and significant value creation ahead. Aurora's Board and management team continue to execute the Company's strategy, pursue value-enhancing opportunities and evaluate alternatives that are in the best interests of shareholders. Shareholders should not tender into a hostile bid that undervalues Aurora, weakens their rights and transfers value disproportionately to Curaleaf. Aurora's Standalone Plan Offers Superior Value
Over the past several years, Aurora has purposefully transformed into a focused global medical cannabis company, exiting lower-margin businesses, proactively expanding EU-GMP cultivation and manufacturing capacity, and developing an international growth platform that is difficult and expensive to replicate. That strategy is delivering results, including record international revenue and industry-leading margins, and the Board believes the greatest value from this transformation still lies ahead.
A valuable and effective global platform: Aurora has one of the world's largest indoor EU-GMP manufacturing networks, with the regulatory expertise and international footprint that have taken years to build. As EU-GMP standards tighten and global patient demand grows, companies that grow their own EU-GMP supply will hold the advantage. Aurora is strategically positioned to capitalize and maximize on the growing profitable global cannabis opportunities. A strong, flexible balance sheet: Aurora is debt-free with cash on hand, giving it the flexibility to continue investing in high-margin growth, including its recently announced accretive acquisitions expanding its UK medical cannabis presence. A clear path forward: The Board and management continue to execute Aurora's strategic plan and are actively evaluating additional opportunities to continue building long-term shareholder value, including potential alternatives to the Hostile Bid. For further detailed reasons for rejection of the Hostile Bid, please refer to our Directors' Circular that can be accessed here, on Aurora's website, or as filed on Sedar+ and EDGAR.
Shareholders who have already tendered their shares and wish to withdraw them should contact their broker or Kingsdale Advisors promptly for assistance.
Shareholders with questions about the Hostile Bid or who would like to receive ongoing updates may contact Kingsdale Advisors, Aurora's strategic advisor and information agent.
Kingsdale Advisors
Toll-Free (within North America): 1-800-749-9052 Call or Text: 416-623-4172 Email: [email protected] For more information, please go to www.ProtectAurora.com.
About Aurora Cannabis
Aurora is a global leader in medical cannabis, dedicated to improving lives through scientific expertise, proven performance, and a deep commitment to patient care. Aurora serves medical markets across Canada, Europe, Australia, and New Zealand with a portfolio of trusted, leading brands including Aurora®, MedReleaf®, Pedanios®, IndiMed™, San Raf®, and Whistler Medical Marijuana Corporation®. With world-class GMP-certified manufacturing facilities in Canada and Germany, and a team of industry-leading professionals, Aurora continues to expand its global footprint and deliver consistent, high-quality cannabis products with the purpose of Opening the World to Cannabis™.
Learn more at www.auroramj.com and follow us on X and LinkedIn.
Aurora's common shares trade on the NASDAQ and TSX under the symbol "ACB".
Forward Looking Statements
This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities laws ("forward-looking statements"). Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements made in this news release include, but are not limited to, statements and information about Curaleaf's Hostile Bid, including timing, the Board's recommendation with respect to the same, and expected impacts for Aurora shareholders, statements regarding the Company's strategy and opportunities for creating and increasing long-term value for shareholders, statements regarding the Company's multi-year transformation into a high-margin, global medical cannabis leader and expected impacts on future results, and statements regarding benefits of the Company's EU-GMP platform.
These forward-looking statements are only predictions. Forward-looking information or statements contained in this news release have been developed based on the Company and its management's good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company's business and operations in the future. Forward-looking information and statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made including, among other things, assumptions about: development costs remaining consistent with budgets; the ability to manage anticipated and unanticipated costs; access to favorable equity and debt capital markets; the ability to raise sufficient capital to advance the business of the Company; favorable operating and economic conditions; political and regulatory stability; obtaining and maintaining all required licenses and permits; receipt of governmental approvals and permits; sustained labour stability; stability in financial and capital goods markets; favorable production levels and costs from the Company's operations; the pricing of various cannabis products; the level of demand for cannabis products; the availability of third-party service providers and other inputs for the Company's operations; and the Company's ability to conduct operations in a safe, efficient, and effective manner. The Company does not give any assurance that the assumptions on which forward-looking information or statements are based will prove to be correct, or that the Company's business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company's control. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. These risks include, but are not limited to, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of our products, customer experience and retention, the development of third party government and non-government consumer sales channels, management's estimates of consumer demand in Canada and in jurisdictions where the Company exports, expectations of future results and expenses, the availability of additional capital to complete construction projects and facilities improvements, the risk of successful integration of acquired business and operations, management's estimation that SG&A will grow only in proportion to revenue growth, the ability to expand and maintain distribution capabilities, the impact of competition, the general impact of financial market conditions, the yield from cannabis growing operations, product demand, changes in prices of required commodities, competition, and the possibility for changes in laws, rules, and regulations in the industry, epidemics, pandemics or other public health crisis, and other risks as set out under the heading "Risk Factors" in the Company's annual information form dated June 10, 2026 (the "AIF") and filed with Canadian securities regulators available on the Company's issuer profile on SEDAR+ at www.sedarplus.com and filed with and available on the SEC's website at www.sec.gov. The Company cautions that the list of risks, uncertainties and other factors described in the AIF is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.
New location features expanded retail space, enhanced product selection and convenient
access in the heart of Boston
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf"), a leading international provider of consumer cannabis products, today announced the opening of its newest Massachusetts dispensary in downtown Boston on Friday, September 4. Located at 21 Milk St., Boston, MA 02109, the new dispensary provides patients throughout Boston and the surrounding region with convenient access to premium cannabis products, an expanded storefront, and a broader product selection.
Situated near Boston's vibrant mix of local businesses, restaurants and coffee shops near Downtown Crossing, Curaleaf Boston provides patients with a welcoming and convenient retail experience designed to serve both new and experienced cannabis consumers.
"Boston is a dynamic market with a thriving cannabis community, and we are excited to strengthen our presence in the city with the opening of Curaleaf Boston," said Boris Jordan, Chairman and Chief Executive Officer of Curaleaf. "This new location gives us an opportunity to provide consumers a greater product selection, a more expansive retail environment and the quality, education and service they have come to expect from Curaleaf. We look forward to becoming part of the Boston community and serving customers from across the city and beyond."
Patients at Curaleaf Boston will have access to Curaleaf's extensive portfolio of trusted cannabis brands, including Dark Heart, Select, FIND, Anthem and Grassroots. The dispensary will also feature the Select Briq 2 all-in-one vape device, including products from the Select Live Collection, designed for patients seeking a deeper connection to the plant. Curaleaf's knowledgeable team members are available to help customers navigate product options and identify products tailored to their individual needs.
A grand opening celebration will take place at Curaleaf Boston on Tuesday, September 8, featuring special in-store promotions, a Meet the Grower event, third-party vendors, and brand activations. Additional details will be announced through Curaleaf's social media channels and patient communications. The store will operate from 9:00 A.M. to 8:00 P.M. ET Monday through Saturday, and 9:00 A.M. to 6:00 P.M. ET on Sunday.
The opening of Curaleaf Boston follows the closure of the company's former Provincetown dispensary and reflects Curaleaf's continued investment in providing convenient access to high-quality cannabis products and experiences throughout Massachusetts.
For more information about Curaleaf, including store locations and product availability, visit Curaleaf.com.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Forward Looking Statements
This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the opening of a dispensary in Boston, Massachusetts. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is discussed in the Company's Form 8-K dated August 5, 2026 together with the annual report on Form 10-K for the year ended December 31, 2025 and the quarterly report on Form 10-Q for the quarter ended March 31, 2026, attached as exhibits thereto, as well as the Form 10-Q for the quarter ended June 30, 2026, each of which documents have been filed on the Company's EDGAR profile at www.sec.gov/edgar and SEDAR+ profile at www.sedarplus.ca, and as described from time to time in documents filed by the Company with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.
Curaleaf Holdings, Inc. (CURLF - Free Report) closed the last trading session at $9.66, gaining 9.4% over the past four weeks, but there could be plenty of upside left in the stock if short-term price targets set by Wall Street analysts are any guide. The mean price target of $13.88 indicates a 43.7% upside potential.
The mean estimate comprises six short-term price targets with a standard deviation of $1.54. While the lowest estimate of $11.37 indicates a 17.7% increase from the current price level, the most optimistic analyst expects the stock to surge 55.3% to reach $15.00. It's very important to note the standard deviation here, as it helps understand the variability of the estimates. The smaller the standard deviation, the greater the agreement among analysts.
While the consensus price target is a much-coveted metric for investors, solely banking on this metric to make an investment decision may not be wise at all. That's because the ability and unbiasedness of analysts in setting price targets have long been questionable.
But, for CURLF, an impressive average price target is not the only indicator of a potential upside. Strong agreement among analysts about the company's ability to report better earnings than they predicted earlier strengthens this view. While a positive trend in earnings estimate revisions doesn't gauge how much a stock could gain, it has proven to be powerful in predicting an upside.
Here's What You Should Know About Analysts' Price TargetsAccording to researchers at several universities across the globe, a price target is one of many pieces of information about a stock that misleads investors far more often than it guides. In fact, empirical research shows that price targets set by several analysts, irrespective of the extent of agreement, rarely indicate where the price of a stock could actually be heading.
While Wall Street analysts have deep knowledge of a company's fundamentals and the sensitivity of its business to economic and industry issues, many of them tend to set overly optimistic price targets. Are you wondering why?
They usually do that to drum up interest in shares of companies that their firms either have existing business relationships with or are looking to be associated with. In other words, business incentives of firms covering a stock often result in inflated price targets set by analysts.
However, a tight clustering of price targets, which is represented by a low standard deviation, indicates that analysts have a high degree of agreement about the direction and magnitude of a stock's price movement. While that doesn't necessarily mean the stock will hit the average price target, it could be a good starting point for further research aimed at identifying the potential fundamental driving forces.
That said, while investors should not entirely ignore price targets, making an investment decision solely based on them could lead to disappointing ROI. So, price targets should always be treated with a high degree of skepticism.
Why CURLF Could Witness a Solid UpsideThere has been increasing optimism among analysts lately about the company's earnings prospects, as indicated by strong agreement among them in revising EPS estimates higher. And that could be a legitimate reason to expect an upside in the stock. After all, empirical research shows a strong correlation between trends in earnings estimate revisions and near-term stock price movements.
Over the last 30 days, the Zacks Consensus Estimate for the current year has increased 103.3%, as five estimates have moved higher compared to no negative revision.
Moreover, CURLF currently has a Zacks Rank #1 (Strong Buy), which means it is in the top 5% of more than 4,000 stocks that we rank based on four factors related to earnings estimates. Given an impressive externally-audited track record, this is a more conclusive indication of the stock's potential upside in the near term. You can see the complete list of today's Zacks Rank #1 (Strong Buy) stocks here >>>> .
Therefore, while the consensus price target may not be a reliable indicator of how much CURLF could gain, the direction of price movement it implies does appear to be a good guide.
New location brings the Company's Florida footprint to 76 and 177 nationwide
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announced the opening of its new dispensary in Cutler Bay on September 1st, 2026, located at 11245 SW 211th St., Miami, FL. This new location brings the Company's Florida footprint to 76 stores and its nationwide store count to 177.
Curaleaf Cutler Bay sits along SW 211th Street just west of South Dixie Highway in a coastal suburb south of Miami, minutes from Southland Mall and surrounded by department stores, restaurants, and everyday retail, with walking trails nearby. The dispensary features a comprehensive selection of products and brands curated for patients, with knowledgeable team members on hand to guide the shopping experience. Curaleaf's featured offerings include Anthem pre-rolls, Dark Heart ultra-premium flower, Florida-inspired Reef flower, and the Select Briq 2 all-in-one vape.
"Cutler Bay marks our eighth dispensary in Miami-Dade County, expanding our presence into one of South Florida's fastest-growing communities," said Boris Jordan, Chairman and CEO of Curaleaf. "South Miami-Dade continues to show real patient demand, and this location puts us closer to the patients driving it. Our Florida pipeline remains strong, with additional openings planned across the state throughout the remainder of the year."
A grand opening celebration will take place at Curaleaf Cutler Bay on Saturday, September 12th and Sunday September 13th, 2026, starting at 10:00AM ET both days, featuring brand activations, in-store promotions and giveaways. The store will operate from 9:00 A.M. to 8:30 P.M. ET, Monday through Saturday, and 10:00 A.M. to 7 P.M. ET on Sundays.
For more information on Curaleaf's Florida dispensaries, products, and patient resources, please visit https://curaleaf.com/dispensary/florida.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Forward Looking Statements
This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the opening of a dispensary in Miami, Florida. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is discussed in the Company's Form 8-K dated August 5, 2026 together with the annual report on Form 10-K for the year ended December 31, 2025 and the quarterly report on Form 10-Q for the quarter ended March 31, 2026, attached as exhibits thereto, as well as the Form 10-Q for the quarter ended June 30, 2026, each of which documents have been filed on the Company's EDGAR profile at www.sec.gov/edgar and SEDAR+ profile at www.sedarplus.ca, and as described from time to time in documents filed by the Company with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.
New location brings the Company's Florida footprint to 76 and 177 nationwide
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, today announced the opening of its new dispensary in Cutler Bay on September 1st, 2026, located at 11245 SW 211th St., Miami, FL. This new location brings the Company's Florida footprint to 76 stores and its nationwide store count to 177.
Curaleaf Cutler Bay sits along SW 211th Street just west of South Dixie Highway in a coastal suburb south of Miami, minutes from Southland Mall and surrounded by department stores, restaurants, and everyday retail, with walking trails nearby. The dispensary features a comprehensive selection of products and brands curated for patients, with knowledgeable team members on hand to guide the shopping experience. Curaleaf's featured offerings include Anthem pre-rolls, Dark Heart ultra-premium flower, Florida-inspired Reef flower, and the Select Briq 2 all-in-one vape.
"Cutler Bay marks our eighth dispensary in Miami-Dade County, expanding our presence into one of South Florida's fastest-growing communities," said Boris Jordan, Chairman and CEO of Curaleaf. "South Miami-Dade continues to show real patient demand, and this location puts us closer to the patients driving it. Our Florida pipeline remains strong, with additional openings planned across the state throughout the remainder of the year."
A grand opening celebration will take place at Curaleaf Cutler Bay on Saturday, September 12th and Sunday September 13th, 2026, starting at 10:00AM ET both days, featuring brand activations, in-store promotions and giveaways. The store will operate from 9:00 A.M. to 8:30 P.M. ET, Monday through Saturday, and 10:00 A.M. to 7 P.M. ET on Sundays.
For more information on Curaleaf's Florida dispensaries, products, and patient resources, please visit https://curaleaf.com/dispensary/florida.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Forward Looking Statements
This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the opening of a dispensary in Miami, Florida. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is discussed in the Company's Form 8-K dated August 5, 2026 together with the annual report on Form 10-K for the year ended December 31, 2025 and the quarterly report on Form 10-Q for the quarter ended March 31, 2026, attached as exhibits thereto, as well as the Form 10-Q for the quarter ended June 30, 2026, each of which documents have been filed on the Company's EDGAR profile at www.sec.gov/edgar and SEDAR+ profile at www.sedarplus.ca, and as described from time to time in documents filed by the Company with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release.
Media Contact:
MATTIO Communications
[email protected]
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Curaleaf's self-serving portrayal of our business is an attempt to acquire Aurora's world class EU-GMP manufacturing facilities and global medical cannabis footprint at the lowest price possible Aurora's international strategy is working; net revenue is up 17%YOY Contrary to Curaleaf's inaccurate statements, Aurora's high margin German business is growing and continues to be a key driver of Aurora's international growth strategy Shareholders are advised to TAKE NO ACTION pending formal recommendation from the Board and Special Committee. Offer remains open for at least 105 days from the launch of the Hostile Bid Questions about the Offer or would like to stay informed? Please contact Kingsdale Advisors toll-free at 1-800-749-9052 within North America, call or text 416-623-4172 or at [email protected] , /PRNewswire/ -- Aurora Cannabis Inc. ("Aurora" or the "Company") (TSX: ACB) (NASDAQ: ACB), the leading Canadian-based global medical cannabis company, today cautioned shareholders that Curaleaf Holdings, Inc.'s ("Curaleaf") (TSX: CURA) (OTCQX: CURLF) announcement of an unsolicited take-over bid ( "Hostile Bid") appears to contain inaccurate statements about Aurora's business and should be viewed skeptically.
Aurora's Board of Directors, together with a newly formed Special Committee of independent directors, is reviewing Curaleaf's proposal in consultation with financial and legal advisors to determine the course of action that best serves the interests of the Company and its shareholders.
Shareholders are advised to TAKE NO ACTION with respect to the Curaleaf offer at this time.
"Curaleaf's timing and public comments appear to be a transparent attempt to pressure Aurora shareholders into making a short-term decision for the benefit of Curaleaf shareholders," said Miguel Martin, Executive Chairman and CEO of Aurora. "Curaleaf's interest underscores the value that Aurora has created. They are trying to acquire our world-class EU-GMP global infrastructure at the lowest possible price, depriving our shareholders of the long-term value our strategy is built to deliver."
"This opportunistic Hostile Bid comes as Aurora's multi-year transformation into a high-margin, global medical cannabis leader is yielding positive results. With three consecutive years of positive adjusted EBITDA1, accelerating international sales and our recent expansion into the critical UK market, Aurora is reaching a pivotal inflection point," Mr. Martin added.
"The Company's Special Committee of the Board has not yet made a formal recommendation regarding the Offer; Aurora will not let inaccurate statements about the Company stand uncorrected while the review is underway. The Special Committee and Board are focused on protecting shareholder investment and ensuring full value is realized" Mr. Martin concluded.
Setting the record straight
Curaleaf has made several public claims regarding Aurora's operational and market performance that do not accurately or fully reflect the Company's business model or actual financial results:
Response and Engagement to the Offer: As Curaleaf acknowledged in its Hostile Bid circular, Aurora has had several discussions with Curaleaf since June 2026, most recently on August 12. Discussions included Aurora's Lead Independent Director and the Executive Chairman and CEO. Curaleaf's public statements appear to de-emphasize these repeated engagements. International Medical Market Performance: German Market Remains a Major Driver of International Growth: Germany is a key driver of Aurora's 17% year-over-year international net revenue growth in fiscal Q1'27, compared to the prior year quarter, as the Company continues to grow its medical cannabis business in that market. Curaleaf claims that regulatory changes to German medical reimbursement are contributing to a major challenge for Aurora. This is incorrect: the reimbursement market segment accounted for less than 10 percent of Aurora's total German volume prior to these changes. UK Market Position and Growth Opportunities: Aurora is gaining share in the UK, where patients have consistently preferred its high-quality products. On August 19, 2026, Aurora strengthened its position by acquiring Internode Pharma Limited and HAP Pharma Limited, expanding direct distribution in Europe's fastest-growing medical market. Aurora continues to be a market leader in Poland Aurora continues to hold the #1 market share position by revenue in Poland. Increases in annual import limits and a loyal patient base strengthen Aurora's growth outlook in this key, highly-regulated market. Financial Strength Refutes Curaleaf's Claims: Aurora's recent financial performance demonstrates a stronger, more focused business than Curaleaf's characterization suggests. Aurora delivered record global medical cannabis revenue and adjusted EBITDA1 results in FY2026. Momentum continues, with YOY growth in international net revenue and industry leading adjusted gross margins before FV adjustments1 These strong results reflect Aurora's strategy of prioritizing global medical cannabis growth, including exiting the lower-margin Plant Propagation and Canadian Consumer businesses. Curaleaf's Cultivation Claims Ignore the Strength of Aurora's Facilities Curaleaf's comments on Aurora's cultivation methods and output per square foot are inaccurate and outdated, and do not reflect the strength of Aurora's cultivation facilities. Aurora has built specialized expertise in manufacturing facilities that cannot be easily replicated. Through years of operating large-scale EU-GMP-certified facilities, Aurora has developed the scientific, cultivation, regulatory and operational capabilities that support its global medical cannabis strategy. Aurora is proactively expanding capacity to support international growth and ensure consistent supply as regulatory standards tighten and patient demand grows. Over the past five years, Aurora has increased its EU-GMP production capacity by more than 40% and continues to invest further, including through capacity added in the Safari Flower Company transaction. Aurora Shareholders are advised to TAKE NO ACTION with respect to the Curaleaf offer at this time.
Aurora shareholders with questions about the Offer or who would like to stay informed may contact Aurora's strategic advisor and information agent:
Kingsdale Advisors
Toll-Free (within North America): 1-800-749-9052 Call or Text: 416-623-4172 Email: [email protected] ____________________________
1 Note this press release includes certain non-GAAP financial measures, which are intended to supplement, not substitute for, comparable GAAP financial measures. These measures are not standardized financial measures under the financial reporting framework used to prepare Aurora's financial statements and might not be comparable to similar financial measures disclosed by other issuers. These terms and the reconciliations to the most comparable GAAP measures are defined in the "Cautionary Statement Regarding Certain Non-GAAP Performance Measures" section of the FY27 Q1 MD&A, filed August 5, 2026, which can be found on Sedar+, EDGAR and Aurora's website.
About Aurora Cannabis
Aurora is a global leader in medical cannabis, dedicated to improving lives through scientific expertise, proven performance, and a deep commitment to patient care. Aurora serves medical markets across Canada, Europe, Australia, and New Zealand with a portfolio of trusted, leading brands including Aurora®, MedReleaf®, Pedanios®, IndiMed™, San Raf®, and Whistler Medical Marijuana Corporation®. With world-class GMP-certified manufacturing facilities in Canada and Germany, and a team of industry-leading professionals, Aurora continues to expand its global footprint and deliver consistent, high-quality cannabis products with the purpose of Opening the World to Cannabis™.
Learn more at www.auroramj.com and follow us on X and LinkedIn.
Aurora's common shares trade on the NASDAQ and TSX under the symbol "ACB".
Forward Looking Statements
This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities laws ("forward-looking statements"). Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements made in this news release include, but are not limited to, statements and information about Curaleaf's Hostile Bid, timing and any recommendation with respect to the same, statements regarding the Company's strategy, including expected results with respect to its multi-year transformation into a high-margin, global medical cannabis leader, expectations for accelerating international sales, and continued investment in the Company's EU-GMP platform; and statements regarding the creation of long-term value for shareholders
These forward-looking statements are only predictions. Forward-looking information or statements contained in this news release have been developed based on the Company and its management's good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company's business and operations in the future. Forward-looking information and statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made including, among other things, assumptions about: development costs remaining consistent with budgets; the ability to manage anticipated and unanticipated costs; access to favorable equity and debt capital markets; the ability to raise sufficient capital to advance the business of the Company; favorable operating and economic conditions; political and regulatory stability; obtaining and maintaining all required licenses and permits; receipt of governmental approvals and permits; sustained labour stability; stability in financial and capital goods markets; favorable production levels and costs from the Company's operations; the pricing of various cannabis products; the level of demand for cannabis products; the availability of third-party service providers and other inputs for the Company's operations; and the Company's ability to conduct operations in a safe, efficient, and effective manner. The Company does not give any assurance that the assumptions on which forward-looking information or statements are based will prove to be correct, or that the Company's business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company's control. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. These risks include, but are not limited to, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of our products, customer experience and retention, the development of third party government and non-government consumer sales channels, management's estimates of consumer demand in Canada and in jurisdictions where the Company exports, expectations of future results and expenses, the availability of additional capital to complete construction projects and facilities improvements, the risk of successful integration of acquired business and operations, management's estimation that SG&A will grow only in proportion to revenue growth, the ability to expand and maintain distribution capabilities, the impact of competition, the general impact of financial market conditions, the yield from cannabis growing operations, product demand, changes in prices of required commodities, competition, and the possibility for changes in laws, rules, and regulations in the industry, epidemics, pandemics or other public health crisis, and other risks as set out under the heading "Risk Factors" in the Company's annual information form dated June 10, 2026 (the "AIF") and filed with Canadian securities regulators available on the Company's issuer profile on SEDAR+ at www.sedarplus.com and filed with and available on the SEC's website at www.sec.gov. The Company cautions that the list of risks, uncertainties and other factors described in the AIF is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.
Non-GAAP Measures1
This news release contains reference to certain financial performance measures that are not recognized or defined under IFRS (termed "Non-GAAP Measures"). As a result, this data may not be comparable to data presented by other licensed producers of cannabis and cannabis companies. Non-GAAP Measures should be considered together with other data prepared in accordance with IFRS to enable investors to evaluate the Company's operating results, underlying performance and prospects in a manner similar to Aurora's management. Accordingly, these non-GAAP Measures are intended to provide additional information and to assist management and investors in assessing financial performance and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The information included under the heading "Cautionary Statement Regarding Certain Non-GAAP Performance Measures" in the FY27 Q1 MD&A is incorporated by reference into this news release. The MD&A is available on the Company's issuer profiles on SEDAR+ at www.sedarplus.com and on the U.S. Securities and Exchange Commission's (the "SEC") EDGAR website at www.sec.gov.
Investors were very enthusiastic when cannabis stocks first started trading. It was, basically, a new industry, and the outlook for legal cannabis sales was strong. But, as is typical on Wall Street, a gold rush mentality took hold, and the market was flooded with marijuana stocks. While the cannabis sector has grown, individual company performance hasn't lived up to investors' lofty expectations.
With marijuana companies' shares generally far below their early highs, a shakeout is taking shape. Weak players are going away, and stronger players are bulking up. Acquisitions are a big part of the story, with Curaleaf (CURLF +2.33%) recently unveiling an unsolicited bid for Aurora Cannabis (ACB +0.55%). Here are the companies that could be the biggest winners.
Image source: Getty Images.
The easy answer and the hard answer What companies win when an industry is going through a period of consolidation? In the short term, the answer is pretty simple: any company that gets a takeout offer for more than its stock is currently trading at. If the deal is accepted, shareholders get a quick gain. If it is a cash deal, the money gets deposited into your brokerage account upon closing, and that's it. If there is stock involved, you need to decide whether to lock in your gains by selling the target or to stick around and own the acquirer.
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Curaleaf's bid for Aurora Cannabis is a good example of the latter situation. Curaleaf's proposal is $4 per share, representing a 45% premium over Aurora's 30-day average price. The offer is $0.75 per share in cash and 0.3463 of a share of Curaleaf, with a cap of $5 per share if stock prices change. Aurora has basically said, we got your offer, and we'll think about it. However, Aurora's news release had a somewhat negative tone, suggesting that it won't accept the deal as it currently stands.
Which brings up the hard answer to the cannabis consolidation story. Over the long term, the biggest winners in the marijuana sector are likely to be the consolidators. They are actively expanding their businesses and gaining market share, which will, hopefully, make them better companies over the long term. Notably, Aurora itself is in on the act, recently buying Safari Flower to strengthen its position in the medical cannabis arena.
Canopy Growth and Tilray Brands Canopy Growth (CGC +1.05%) is another stock worth looking at if you are interested in the cannabis consolidation story. The company recapitalized its balance sheet in early 2026, leaving it in a stronger financial position. And then it bought MTL Cannabis, a medical marijuana company. Canopy Growth's recapitalization included the issuance of a large number of new shares, diluting existing shareholders. So this wasn't exactly a great deal for investors, but it did reset the financial foundation. That, in turn, positioned the company to act more easily as an industry consolidator.
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Canopy's fiscal first quarter 2027 earnings results hint that the reset may be working. Revenues increased 13%, with positive contributions from all of its business segments. However, a more interesting story may be unfolding at Tilray Brands (TLRY +3.85%).
Tilray has decided to pivot away from its marijuana focus, highlighting that its mission is "To be a leading premium lifestyle company with a house of brands & innovative products that inspire joy, wellness and create memorable experiences." It no longer sells marijuana alone; it also sells alcohol and CBD. The focus, meanwhile, is brand-centric.
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It recently made a big move in the alcohol space by acquiring craft brewer BrewDog. However, that was just one of many acquisitions. Since 2019, the company has added 20 new brands to its portfolio. In this way, Tilray is starting to look more like a consumer staples business than a cannabis stock.
Understand the risks involved in consolidation Buying consolidators and holding for the long term to benefit from acquisition-led growth is a tried-and-true investment approach. Companies like Sysco (SYY +1.26%), Rollins (ROL +0.08%), and Cintas (CTAS -0.35%) have been doing the same thing for years in their respective, highly fragmented industries. However, integrating an acquisition isn't easy, and deals often require the buyer to use leverage. Sometimes consolidators implode, particularly if they are too aggressive.
In other words, only the most aggressive of investors should try to jump on the cannabis consolidation story. But, if you do, you should take a close look at Canopy and Tilray. Canopy because its balance sheet reset could help set it up for long-term success. Tilray, because it is taking a differentiated approach that seems like it could be fundamentally stronger than focusing only on marijuana.
Formal offer and take-over bid circular filed and will be delivered to Aurora shareholders
Offer provides total implied consideration of US$4.00 per share, representing a 45% premium to Aurora's Unaffected Share Price and a premium of 110% on an ex-cash basis to Aurora's Unaffected Share Price
Curaleaf remains prepared to engage constructively with Aurora's Board regarding this value-maximizing transaction
, /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer and medical cannabis products, today announced that it has formally commenced its previously announced proposal (the "Offer") to purchase all of the issued and outstanding common shares of Aurora Cannabis Inc. ("Aurora").
Under the terms of the Offer, Aurora shareholders would receive total implied consideration of US$4.00 per Aurora common share (each, a "Common Share"), comprised of 0.3463 (the "Base Exchange Ratio") of a Curaleaf subordinate voting share (each whole share, an "Offeror Share") plus US$0.75 in cash (the "Cash Consideration") and based on Curaleaf's closing share price of US$9.39 on August 10, 2026 (the day before the Company announced its intention to make the Offer). Based on Aurora's 30-day Volume Weighted Average Price ("VWAP") (as at August 10, 2026 (the day before the Company announced its intention to make the Offer)) of US$2.75 (the "Unaffected Share Price"), the Offer implies a 45% premium to the Unaffected Share Price. Excluding the value of the cash and cash equivalents that Aurora has on its balance sheet, the Offer represents a premium of 110% to the Unaffected Share Price.
Boris Jordan, Chairman of the Board and Chief Executive Officer of Curaleaf, stated: "Today, we are putting this proposal directly in the hands of Aurora shareholders. We believe our Offer provides immediate value and a unique opportunity to participate in the upside of a larger, more diversified global cannabis platform with meaningful exposure to the growth of the U.S. market. By combining Aurora with Curaleaf, we can create the preeminent, scaled industry leader with significant opportunities for long-term growth and value creation. We believe this is a compelling opportunity for both companies and, most importantly, for shareholders."
Curaleaf's Offer follows multiple attempts to engage privately, constructively, and in good faith with Aurora's Board regarding a transaction designed to maximize value for shareholders. Despite these efforts, Aurora repeatedly declined to engage in any meaningful discussions regarding the proposal. Curaleaf's proposal was formulated without the benefit of due diligence and based solely on publicly available information due to Aurora's refusal to engage. Curaleaf remains prepared to engage constructively with Aurora to maximize value for all shareholders.
Mr. Jordan continued: "Given the reduction in Canadian medical cannabis reimbursement rates and the cancellation of German medical cannabis reimbursement, Aurora is facing significant headwinds in its two most prominent markets. These regulatory changes, coupled with consecutive quarters of underperformance, have led to a smaller, less profitable company than Aurora was when its shares traded at materially higher levels in 2025, yet the Aurora Board's assessment of value appears to be anchored to that historical share price. Furthermore, Aurora's shareholders have faced millions of dollars in restructuring costs and billions of dollars in write-offs, as well as continued dilution from an at-the-market equity issuance program at prices below our offer price. Curaleaf is offering Aurora shareholders the opportunity to realize meaningful value today at a significant premium, while becoming owners of the largest cannabis company in the world led by a management team that is deeply committed to long-term value creation."
Terms of the Offer
The Offer will provide holders of Common Shares with consideration consisting of 0.3463 Offeror Shares and US$0.75 in cash for each Common Share deposited under the Offer, representing total implied consideration of approximately US$4.00 per Common Share, based on Curaleaf's closing price of US$9.39 on August 10, 2026 (the day before the Company announced its intention to make the Offer). The Offer is subject to a maximum value per Common Share of US$5.00 (the "Cap Price"). If, on the earlier of the Expiry Time (as defined below) and the date on which all conditions to the Offer have been satisfied or waived, the 20-day VWAP of Curaleaf Shares (the "Calculation Date VWAP") is greater than C$17.05 (assuming an exchange rate for U.S. dollars of C$1.00 = US$0.72) per Offeror Share (the "Cap VWAP Price"), the number of Offeror Shares issuable for each Common Share will be determined by dividing the Cap Price of US$5.00 (less the Cash Consideration of US$0.75) by the Calculation Date VWAP, in accordance with the terms of the Offer.
The Offer will remain open for acceptance until 5:00 p.m. (Mountain Time) on December 1, 2026 (the "Expiry Time"), unless extended, varied or withdrawn in accordance with its terms. Subject to applicable securities laws, Curaleaf may extend the deposit period and, if the statutory minimum tender requirement and all other conditions of the Offer have been satisfied or waived, the Offer will be extended for a mandatory period of at least 10 U.S. Business Days. The Offer is not subject to any financing condition or due diligence condition and is subject to only customary regulatory approvals and other customary conditions, all as described in the Offer Documents (as defined below).
Full details of the Offer are contained in the formal offer and take-over bid circular and related materials (collectively, the "Offer Documents"), which have been filed with the applicable Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission and which will be delivered to Aurora shareholders. Aurora shareholders are urged to read the Offer Documents carefully and in their entirety. The Offer Documents will also be available on Curaleaf's website and on its profile page on SEDAR+ (sedarplus.ca) and EDGAR (sec.gov), and Aurora shareholders are also encouraged to visit https://grow.curaleaf.com/ for additional information regarding the Offer, including the strategic rationale for the Offer, expected benefits of the combination of the two companies, FAQs, and other relevant materials.
Reasons to Tender to the Offer
Among other reasons, Aurora's shareholders are encouraged to tender their Common Shares to the Offer because:
Provides Immediate and Significant Premium and Value Certainty: Aurora shareholders can immediately capture a significant premium and realize cash value today while continuing to participate in the future growth of the combined company through ongoing equity ownership – the Offer represents a 45% premium to Aurora's Unaffected Share Price. Even Higher Premium on an Ex-Cash Basis: Based on Aurora's US$109 million of cash and equivalents (or US$1.62 per share) and assuming dollar-for-dollar value for cash, the Offer implies an ex-cash premium of 110% to the Unaffected Share Price and an ex-cash premium of 127% to the July 7, 2026 closing price, the date Curaleaf sent its initial letter of intent to Aurora. Attractive Implied Valuation Relative to Peers: Based on average analyst consensus estimates, the Offer implies a CY2026E adjusted EBITDA multiple of 12.0x, more than 68% higher than the comparable Canadian peer average of 7.1x, and 58% higher than Aurora's CY2026E adjusted EBITDA multiple of 7.6x. Aurora's Most Recent Guidance Contemplates a Smaller and Less Profitable Business: In Aurora's most recent earnings announcements, Aurora management provided an FY2027 outlook in which they expect to generate lower revenue and lower adjusted EBITDA than the year just ended. The Offer provides Aurora shareholders with an alternative – ownership in a combined company with a growing revenue base, positive operating cash flow and downstream infrastructure that Aurora does not have. Constant Restructuring and Inventory Impairment Charges Presented as Non-Recurring for Four Consecutive Years: Aurora has had inventory impairments and "business transformation" costs in each of fiscal 2024, fiscal 2025, fiscal 2026 and again in the first quarter of fiscal 2027. Over this period, Aurora has incurred almost C$150 million of "non-recurring" costs that have been excluded from its adjusted results. Charges incurred in four consecutive fiscal years are not non-recurring. Aurora Has a Sustained Track Record of Value Destruction: Aurora's balance sheet as at March 31, 2026 reports share capital of C$7.0 billion offset by an accumulated deficit of C$6.4 billion. Approximately 72% of that deficit is the impairment of businesses Aurora has acquired. Between fiscal 2020 and fiscal 2026 Aurora recognized approximately C$4.65 billion of impairments in continuing operations. Combine with the Global Industry Leader with Continued Participation: Through the share component of the Offer, Aurora shareholders would have the opportunity to participate in compelling industry growth alongside the established and successful track record of Curaleaf, which maintains a global cultivation footprint more than three times the size of Aurora and global production capacity almost six times that of Aurora. Increased Diversification Across the Global Cannabis Value Chain: Given Curaleaf's extensive global operations, as well as its infrastructure across all aspects of the cannabis value chain, both medical and adult-use, Curaleaf's business is one of the most diversified cannabis companies in the world. Aurora shareholders will greatly benefit from this diversification. Pro Rata Participation in Expected Synergies: Curaleaf has identified a path to at least US$40 million of annual cost synergies through optimization across corporate overhead, procurement, supply chain operations, and international infrastructure. Aurora shareholders would also benefit from potential revenue synergies from combining Aurora's cultivation, genetics, and medical cannabis capabilities with Curaleaf's distribution, pharmacy, clinic, and patient access footprint. Improved Scale, Liquidity, Capital Markets Presence and Access to Capital: The combined company would be a larger, more diversified global cannabis platform with a pro forma market capitalization of more than US$3.0 billion, enhanced liquidity, broader investor appeal, and expanded future capital markets opportunities. As one of the largest and most diversified cannabis companies globally, the combined entity would be uniquely positioned as the premier public vehicle for blue-chip institutional and long-term investors seeking exposure to a top-tier cannabis investment opportunity – ultimately realizing a lower cost of capital than Aurora experiences today. Potential for Downward Aurora Share Price Impact if the Offer is not Accepted: If the Offer is not successful, Curaleaf believes Aurora's share price may decline toward pre-offer levels, eliminating the premium implied by the transaction. Compelling Strategic Rationale for the Curaleaf-Aurora Cannabis Combination
Curaleaf continues to believe that a combination of the two companies would result in significant strategic and financial advantages. By combining with Curaleaf, Aurora will be able to leverage the strengths of a larger and more diversified global cannabis platform. The combined company is expected to benefit from:
The Creation of the Global Cannabis Champion Through Complementary Strengths: The combination would bring together two of the industry's most respected operators, creating a truly global cannabis leader with significant scale across North America, Europe and other emerging international markets. The combined company would have more than US$1.5 billion of LTM revenue and nearly US$350 million of LTM Adjusted EBITDA. A Stronger Platform for Long-Term Growth: Curaleaf's scale, profitability, capital resources, international operating platform, and extensive distribution infrastructure provide the opportunity to take Aurora's business to the next level. Curaleaf generated approximately US$145 million of operating cash flow for the twelve-month period ended June 30, 2026 and will provide Aurora with enhanced financial flexibility to invest in organic growth initiatives and pursue strategic opportunities that will further strengthen its position in the global medical cannabis market. Unlocking Full Global Potential Through Curaleaf's Infrastructure: Aurora's cultivation, genetics, and medical cannabis capabilities can achieve their greatest reach and impact through Curaleaf's unmatched international infrastructure. Curaleaf's diversified international platform provides Aurora with a unique opportunity to expand its brands, reach more patients, accelerate growth in emerging markets and capitalize on future global legalization trends through an infrastructure that would be difficult to replicate or access through any other strategic combination. Participation in U.S. Cannabis Upside: Aurora shareholders would gain meaningful exposure to the world's largest cannabis market and a series of potentially transformative U.S. regulatory and industry catalysts. Combined with the potential for broader federal legalization, federal rescheduling and increasing restrictions on hemp-derived products provide Aurora shareholders with exposure to growth opportunities that are not currently available through Aurora's standalone international-focused strategy. Leveraging Curaleaf's Extensive Cultivation Experience: Curaleaf has significant cultivation expertise with approximately 472,000 square feet of cultivation canopy and a demonstrated track record of improving productivity, optimizing yields and reducing unit production costs. Since the first quarter of 2024, Curaleaf has increased average yields nearly 90% on a per square foot basis while reducing its cost per gram nearly 50%. Curaleaf's proven cultivation capabilities in yield optimization, genetic innovation, per-plant productivity and cost reduction are expected to support enhanced efficiency and product quality across Aurora's cultivation facilities. Highly Experienced Management Team: Curaleaf is led by a deep, highly experienced management team with extensive expertise across cannabis, healthcare, consumer products, finance, and global operations. Founder, Executive Chairman and Chief Executive Officer Boris Jordan has continued to lead Curaleaf since its inception and has played a pivotal role in its evolution into one of the world's leading cannabis enterprises. Curaleaf's seasoned leadership team continues to drive operational excellence, disciplined capital allocation, and long-term value creation for shareholders, including with a strong track record on integrating acquisitions into the larger Curaleaf platform and infrastructure to drive commercial success. Value Creation Through Superior Capital Allocation: Under the leadership of a management team widely regarded as among the industry's most experienced capital allocators, the combined company is expected to be uniquely positioned to deploy capital, expand into new markets, optimize product portfolios and accelerate long-term growth in ways that neither company could achieve independently. Management Heavily Invested in Curaleaf: Having been personally invested in Curaleaf since 2014, Mr. Jordan remains a significant shareholder of Curaleaf, owning shares representing an economic interest of approximately 18% and US$452 million of value. Management and other insiders collectively own shares representing an economic interest of approximately 20% and US$492 million of value. The Clear Strategic Partner for Aurora: Curaleaf is uniquely positioned to execute a transaction of this scale, combining the size, operational sophistication, financial resources, and global infrastructure necessary to successfully integrate the Company's business. Few, if any, other industry participants possess the complementary geographic footprint, international regulatory expertise and commercial platform required to maximize the value of the Company's assets while providing a compelling path for future growth. Conditions of the Offer
The Offer is subject to customary conditions, including: (i) there being validly deposited under the Offer, and not withdrawn, more than 50% of the outstanding Common Shares, excluding any shares held by the Offeror and other non-independent shareholders; (ii) at least 66⅔% of the outstanding Common Shares (on a fully diluted basis) having been deposited under the Offer; (iii) receipt of all required governmental and regulatory approvals; (iv) no material adverse effect having occurred in respect of Aurora; (v) Aurora's shareholder rights plan not impairing the Offer; and (vi) the absence of any legal, regulatory or other event that would prevent or materially adversely affect completion of the Offer. The Offer is also subject to the effectiveness of the registration statement under the U.S. Securities Act and other customary conditions.
Acknowledgment of Aurora Cannabis Special Committee
Curaleaf acknowledges that, as announced in a press release on August 11, 2026, the Board of Directors of Aurora has formed a Special Committee to review the Offer, and Curaleaf remains open to a dialogue whereby the parties can work toward a constructive, mutually agreeable transaction in a timely manner.
"We remain disappointed that Aurora's management and Board have not meaningfully engaged with us on the merits of our proposal. A one-line response to an offer is not meaningful engagement – it is a dismissal – and Aurora shareholders deserve the opportunity to fully evaluate the potential benefits of this transaction," said Mr. Jordan. "However, we are hopeful that Aurora's Special Committee will see, as we do, that the financial and strategic rationales for a combination with Curaleaf are compelling, and that this transaction is in the best interest of Aurora shareholders. We remain available for productive conversations with the Special Committee to ensure that the benefits of the combination can be realized by the shareholders of both of our companies as soon as possible."
Advisors
Canaccord Genuity Corp. is serving as Curaleaf's financial advisor, Dentons is serving as Curaleaf's legal advisor, Kekst CNC is serving as strategic communications counsel, and Carson Proxy Advisors is serving as proxy solicitation advisor.
Shareholders with questions regarding Curaleaf's Offer can contact Carson Proxy Advisors at 1-800-530-5189 or (+1-416-751-2066 – collect call for shareholders outside of North America) or visit https://grow.curaleaf.com.
About Curaleaf Holdings
Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.
Contacts
Media Contact
Kekst CNC
[email protected]
Shareholder Contact
Carson Proxy Advisors
North American Toll Free Phone: 1-800-530-5189
Local (Collect outside North America): 416-751-2066
Email: [email protected]
This press release contains certain "forward-looking statements" within the meaning of such statements under applicable securities laws. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward looking statements in this news release include statements regarding the terms of the Offer, the expected benefits of the Offer to the combined company and the financial and strategic benefits of the Offer noted above, synergies and efficiencies that may be achieved upon a combination of the businesses of Aurora and Curaleaf; and expectations with respect to business and geographical diversification of the combined entity. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release, including assumptions based upon Aurora's publicly disclosed information, and that there will be no change in the business, prospects or capitalization of Aurora or Curaleaf. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. A more complete discussion of the risks and uncertainties facing the Company appears in the Company's Annual Information Form and continuous disclosure filings, which are available at www.sedarplus.ca.
Cautionary Statement Respecting Aurora Information
The information concerning Aurora contained in this press release has been taken from, or is based upon, publicly available information filed by Aurora with securities regulatory authorities in Canada prior to the date of this press release and other public sources. Aurora has not reviewed this press release and has not confirmed the accuracy and completeness of the Aurora information contained herein. Neither Curaleaf, nor any of its officers or directors, assumes any responsibility for the accuracy or completeness of such Aurora information. Curaleaf has no means of verifying the accuracy or completeness of any of the Aurora information contained in this press release.
Notice to U.S. Holders
The Offer is being made for the securities of a company formed outside of the United States. The Offer is subject to disclosure requirements of Canada that are different from those of the United States. Financial statements included in the documents, if any, will be prepared in accordance with Canadian accounting standards and may not be comparable to the financial statements of United States companies.
It may be difficult for a securityholder in the United States to enforce his/her/its rights and any claim a securityholder may have arising under the U.S. federal securities laws, since the issuer is located in Canada, and some or all of its officers or directors may be residents of Canada or another country outside of the United States. A securityholder may not be able to sue a Canadian company or its officers or directors in a court in Canada or elsewhere outside of the United States for violations of U.S. securities laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a U.S. court's judgment.
Securityholders should be aware that the issuer may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases.
Curaleaf (CURLF -2.07%) just made one thing clear: Consolidation is back on the cannabis industry's agenda. The U.S. cannabis giant recently launched an unsolicited $272 million bid to acquire Aurora Cannabis (ACB -2.90%), offering $4 per share, a roughly 45% premium to Aurora's 30-day volume-weighted average price.
Curaleaf believes the combined company could generate approximately $1.5 billion in annual revenue, $350 million in adjusted EBITDA, and at least $40 million in annual cost synergies. It's not a bad move, to be sure. But this does beg the question: Could Canopy Growth (CGC +0.99%) also become an acquisition target? It's certainly possible, but there are reasons to be cautious.
What Canopy brings to the table
Unlike Aurora, which has spent the past several years rebuilding its business around international medical cannabis, Canopy is still in the middle of its own turnaround. The company has reduced debt, exited noncore businesses, and shifted its focus toward higher-margin medical cannabis while maintaining strategic exposure to the U.S. market through Canopy USA. It also strengthened its balance sheet earlier this year through a recapitalization that significantly reduced debt.
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Canopy also brings something many potential buyers would find attractive: an established global medical cannabis platform, recognized consumer brands, and operations spanning Canada, Germany, Australia, and several other international markets. But that doesn't necessarily mean Canopy is an obvious fit for every potential acquirer.
Its corporate structure remains more complex than many peers because of its U.S. cannabis holdings, and integrating another large Canadian producer would be a significant undertaking. Any buyer would also need to decide whether Canopy's international assets justify the purchase price and execution risk.
Image source: Getty Images.
The bigger takeaway may not be whether Canopy is next. Cannabis companies are once again looking for scale. After years of oversupply, pricing pressure, and limited access to capital, some operators are discovering that acquiring established businesses may be faster than building new ones.
Whether Canopy ultimately receives an offer remains uncertain. But as the industry matures, companies with established medical cannabis businesses, international distribution, and recognizable brands are becoming increasingly valuable. Canopy checks many of those boxes.
Shares of Curaleaf Holdings, Inc. (CURLF - Free Report) have gained 1.8% over the past four weeks to close the last trading session at $9.87, but there could still be a solid upside left in the stock if short-term price targets of Wall Street analysts are any indication. Going by the price targets, the mean estimate of $13.88 indicates a potential upside of 40.6%.
The mean estimate comprises six short-term price targets with a standard deviation of $1.54. While the lowest estimate of $11.37 indicates a 15.2% increase from the current price level, the most optimistic analyst expects the stock to surge 52% to reach $15.00. It's very important to note the standard deviation here, as it helps understand the variability of the estimates. The smaller the standard deviation, the greater the agreement among analysts.
While the consensus price target is highly sought after by investors, the ability and unbiasedness of analysts in setting price targets have long been questionable. And investors making investment decisions solely based on this tool would arguably do themselves a disservice.
However, an impressive consensus price target is not the only factor that indicates a potential upside in CURLF. This view is strengthened by the agreement among analysts that the company will report better earnings than what they estimated earlier. Though a positive trend in earnings estimate revisions doesn't give any idea as to how much the stock could surge, it has proven effective in predicting an upside.
Here's What You May Not Know About Analysts' Price TargetsAccording to researchers at several universities across the globe, a price target is one of many pieces of information about a stock that misleads investors far more often than it guides. In fact, empirical research shows that price targets set by several analysts, irrespective of the extent of agreement, rarely indicate where the price of a stock could actually be heading.
While Wall Street analysts have deep knowledge of a company's fundamentals and the sensitivity of its business to economic and industry issues, many of them tend to set overly optimistic price targets. Are you wondering why?
They usually do that to drum up interest in shares of companies that their firms either have existing business relationships with or are looking to be associated with. In other words, business incentives of firms covering a stock often result in inflated price targets set by analysts.
However, a tight clustering of price targets, which is represented by a low standard deviation, indicates that analysts have a high degree of agreement about the direction and magnitude of a stock's price movement. While that doesn't necessarily mean the stock will hit the average price target, it could be a good starting point for further research aimed at identifying the potential fundamental driving forces.
That said, while investors should not entirely ignore price targets, making an investment decision solely based on them could lead to disappointing ROI. So, price targets should always be treated with a high degree of skepticism.
Here's Why There Could be Plenty of Upside Left in CURLFThere has been increasing optimism among analysts lately about the company's earnings prospects, as indicated by strong agreement among them in revising EPS estimates higher. And that could be a legitimate reason to expect an upside in the stock. After all, empirical research shows a strong correlation between trends in earnings estimate revisions and near-term stock price movements.
For the current year, four estimates have moved higher over the last 30 days compared to no negative revision. As a result, the Zacks Consensus Estimate has increased 84.3%.
Moreover, CURLF currently has a Zacks Rank #1 (Strong Buy), which means it is in the top 5% of more than 4,000 stocks that we rank based on four factors related to earnings estimates. Given an impressive externally-audited track record, this is a more conclusive indication of the stock's potential upside in the near term. You can see the complete list of today's Zacks Rank #1 (Strong Buy) stocks here >>>> .
Therefore, while the consensus price target may not be a reliable indicator of how much CURLF could gain, the direction of price movement it implies does appear to be a good guide.
Curaleaf Holdings (CURLF -0.04%) has been aggressively pursuing Canadian-based cannabis producer Aurora Cannabis (ACB +8.89%) for well over a month. However, that hasn't been known to investors until recently, with Curaleaf now launching a hostile takeover attempt, as it claims Aurora hasn't been responding to its request for negotiation. "To date, Aurora has been unwilling to engage in constructive discussions," it states in its most recent press release.
Aurora Cannabis, however, has been a poor-performing stock, falling an incredible 95% over the past five years. It has struggled to generate much in the way of growth, and it's frequently in the red. Is this really a good move for Curaleaf?
Image source: Getty Images.
What does Curaleaf like about Aurora? Aurora has been a big name in the Canadian cannabis market, but that's not really why Curaleaf likes the business. The Canadian market is, after all, highly saturated and competitive. Canadian producers are eager to find other opportunities because the margins are so thin and it's hard to turn a profit.
Instead, it's Aurora's international presence that Curaleaf sees as a huge incentive to buy the business. The company sees this as an opportunity to expand its opportunities in international markets, particularly in Europe, where it notes that Aurora has "more than 50 tons of annual EU-GMP cultivation and manufacturing capacity." Curaleaf has three EU-GMP certified facilities, as it's been eyeing international cannabis markets as well.
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Curaleaf estimates that through the acquisition, it could achieve $40 million worth of annual cost synergies by combining forces with Aurora. The combined business, it calculates, would have generated $1.5 billion in revenue over the past 12 months and $350 million in adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA).
Curaleaf is a leading multi-state operator and has a strong business. Buying Aurora Cannabis at a beaten-down valuation could be an effective way for it to quickly expand into international markets; the offer comes out to approximately $272 million. There is risk with Aurora given its underwhelming financial results, but it has gotten leaner over the years. There may be some challenges, as there always is with acquisitions, but I believe it could be a good move for Curaleaf, in its efforts to build a strong international cannabis business.
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Its stock has also struggled, nosediving 73% over the past five years, but that's largely due to the broader industrywide challenges that have been weighing on cannabis stocks due to the lack of movement toward legalization in the U.S.
While a deal with Aurora is by no means a certainty, this is a positive sign that Curaleaf is looking to expand internationally and grow its presence. For growth investors who are willing to be patient and are comfortable with taking on some risk, Curaleaf could be a suitable stock to buy and hold.