Curaleaf Holdings has pushed forward with its surprising and unsolicited acquisition marketing campaign of Aurora Hashish and has now submitted an official bid for its Canadian rival.
The hashish big formally launched its takeover bid on August 18, 2026, which means Aurora’s shareholders should decide earlier than the top of the 12 months.
Aurora’s board have already responded to the bid, urging shareholders to ‘take no motion’ earlier than it has made a proper advice, anticipated inside 15 days.
The corporate’s respective CEO’s are already at loggerheads. Curaleaf’s Boris Jordan has defended the bid worth on the grounds that Aurora is going through ‘important headwinds’ in each Canada and Germany, whereas framing their response to the proposals as ‘a dismissal’.
In the meantime, Aurora’s Miguel Martin has accused Curaleaf of creating its supply public to ‘stress our shareholders into making a short-term resolution for the advantage of Curaleaf shareholders.’
The supply
Since saying its intention to amass Aurora final week, not one of the fundamentals have modified. Curaleaf’s supply combines 0.3463 of a Curaleaf share and US$0.75 in money for every Aurora share, collectively price US$4.00, a forty five% premium to Aurora’s unaffected 30-day volume-weighted worth of US$2.75, or 110% as soon as Aurora’s money pile is stripped out.
That values the bid at roughly US$236m on a basic-share foundation, however that might as soon as excellent choices and warrants are counted. Inkeeping with Canada’s statutory 105-day minimal bid interval, the supply might be open till December 01, 2026.
For the deal to shut, greater than half of Aurora’s shareholders must comply with promote, not counting Curaleaf’s personal stake or anybody too intently tied to the corporate. On prime of that, not less than two-thirds of Aurora’s shares total, together with every thing that might finally flip right into a share, additionally must be tendered, the edge Canadian guidelines require earlier than an acquirer can power out any shareholders who refuse to promote.
Curaleaf says there is no such thing as a financing or due-diligence situation connected, solely regulatory approvals and the usual closing phrases, together with that Aurora’s shareholder rights plan, if it adopts one, should not get in the way in which.
Aurora’s board has shaped a particular committee of unbiased administrators, suggested by Torys LLP, with Stikeman Elliott and Paul, Weiss appearing for the corporate alongside monetary advisor Fort Capital Companions and strategic advisor Kingsdale Advisors, and a proper Administrators’ Round is due inside 15 days of the bid’s launch, placing Aurora’s thought-about response round September 2.
Whereas Aurora’s board is but to formally reject the proposals, Martin said in a latest press launch: “We imagine Curaleaf made a strategic resolution to make its supply public to stress our shareholders into making a short-term resolution for the advantage of Curaleaf shareholders. We won’t do this.
“Their goal is to amass Aurora’s extremely strategic EU-GMP amenities and main medical hashish platforms on the lowest worth attainable, thereby depriving Aurora shareholders of any present and future worth they generate.”
On the identical day, Aurora introduced a £2.1m acquisition of Internode Pharma and HAP Pharma, a licensed importer and a licensed pharmacy in Birmingham, giving it direct possession of the UK provide chain from import by way of to affected person meting out for the primary time, which Martin described as ‘an extra strategic milestone’ in increasing Aurora’s worldwide management.
Is it a good worth?
As mentioned in our protection of the deal final week, the $236m price ticket is roughly 1x the corporate’s FY 2026 revenues, a fraction of the valuations generally supplied to corporations at as much as 100x in years previous.
Curaleaf states in its personal round that the supply implies a 12.0x a number of of Aurora’s 2026 estimated adjusted EBITDA, which it calculates as 68% above the typical for Canadian friends and 58% above Aurora’s personal buying and selling a number of.
Jordan goes on to quote ‘the cancellation of German medical hashish reimbursement‘ as a big headwind for Aurora, which derives a sizeable portion of its earnings from the nation’s thriving medical market.
The latest adjustments, which got here into impact on July 30, 2026, eliminated dried flower from statutory medical insurance (GKV) reimbursement and imposed a six-month finished-medicine trial earlier than extracts like dronabinol or nabilone may very well be prescribed.
The statutory well being insurers’ personal figures recommend the mixed reimbursed flower and extracts market is round €205m a 12 months, a fraction of the dimensions of the non-public market, which Prohibition Companions estimated to be price €1.15bn in 2025.
In a analysis word, fairness analyst Pablo Zuanic of Zuanic & Associates estimates that the reimbursement adjustments will knock round 10% off the overall worth of the German market. He provides that the affect will hit operators centered on extracts more durable than these centered on flower. Aurora falls into the latter class, with round 25 flower varieties presently obtainable in Germany.
Past the reimbursement market, proposed amendments to Germany’s Medizinal-Cannabisgesetz may require in-person consultations for hashish prescriptions and finish mail-order pharmacy supply.
Martin straight addressed this on the corporate’s August 5 earnings name, earlier than Curaleaf’s bid turned public, arguing that regulatory tightening may really profit the corporate: “Firms like Aurora really stand to realize as a result of it makes it that rather more troublesome for those who haven’t handled it.”
Equally, Jordan’s round additionally cited ‘the discount in Canadian medical hashish reimbursement charges’ as an extra headwind.
Aurora’s fiscal first quarter of 2027 confirmed that Canadian medical income fell 25% year-on-year to CA$20.7m, which chief monetary officer Simona King attributed on to the Veterans Affairs Canada reimbursement reduce that took impact April 1, 2026, chopping the per-gram charge from CA$8.50 to CA$6.00.
Martin famous that veteran sufferers themselves have seen ‘little or no distinction,’ as a result of Aurora’s licensed producers absorbed the reduce reasonably than passing it on, which is why consolidated adjusted gross margin slipped to 58% at the same time as affected person volumes held.
Worldwide medical income, in contrast, rose 17% to CA$43m, and now makes up 64% of Aurora’s whole internet income, up from 50% a 12 months earlier.
As such, Aurora’s income base has shifted decisively towards worldwide medical channels within the house of 1 12 months, precisely the asset Curaleaf covets.
