Curaleaf Issues Statement Regarding Alternative Proposal for Aurora Cannabis

Curaleaf plans to study Organigram’s alternative transaction while its own acquisition offer remains outstanding.

Rhea-AI Summary

Curaleaf Holdings (CURLF) confirmed that its offer to purchase all outstanding common shares of Aurora Cannabis (ACB) remains outstanding.

The offer was enhanced on October 6, 2026. Aurora has announced an alternative transaction from Organigram Global, which Curaleaf plans to study. Curaleaf has filed a registration statement on Form F-80 and a tender offer statement on Schedule 14D-1F with the U.S. Securities and Exchange Commission. Its offer is governed by the August 18, 2026 offer documents, as amended on October 6, 2026 and as potentially further amended or supplemented.

1 point · 0 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Outstanding acquisition offer seeks all Aurora common shares, following Curaleaf’s October 6, 2026 enhancement.

Negative

• Minor pointCertain U.S. states are excluded from the offer except for qualifying Exempt Institutional Investors.

News Explained

Curaleaf says it is awaiting disclosure of key terms of Aurora’s Organigram alternative—including any break fee, future management and board composition, BAT investor rights, and whether the deal is dilutive or accretive—so this statement does not establish its cash, governance, or ownership effects.

Historical Context

2 past events · Latest: Oct 06

2 events

1. Oct 06

   Revised bid

   24h Move

   -2.8%

   Curaleaf revised its offer to US$5.00 per share; Aurora urged shareholders to take no action.

2. Oct 14

   Bid rejection

   24h Move

   -2.8%

   Aurora reaffirmed rejection of Curaleaf's offer while exploring third-party alternatives.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

tender offer, registration statement, subordinate voting shares, fiduciary duties

4 terms

tender offer financial

"The Offer is being conducted in accordance with Section 14(e) of the Exchange Act"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

View in glossary

registration statement regulatory

"Curaleaf has filed with the SEC a Registration Statement on Form F-80"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

subordinate voting shares financial

"The Curaleaf subordinate voting shares issuable under the Offer"

Subordinate voting shares are a type of company stock that typically carry fewer voting rights than regular shares, meaning holders have less influence over company decisions. They are often used to raise capital while allowing founders or main shareholders to retain control. For investors, understanding the difference helps assess their level of influence in company decisions and the potential risks or benefits of holding different types of shares.

fiduciary duties regulatory

"constitutes gross dereliction of their fiduciary duties"

Fiduciary duties are the legal and ethical responsibilities that company directors, officers, or financial advisors have to put shareholders’ interests ahead of their own, acting with honesty, care, and loyalty. Think of it like a guardian managing someone’s money: choices must prioritize the owner’s benefit, avoid conflicts, and be made with prudent judgment; investors rely on these duties to ensure decisions aren’t self‑serving and to provide grounds for legal action if abused.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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STAMFORD, Conn., Nov. 3, 2026 /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf"), a leading international provider of consumer and medical cannabis products, today acknowledges the announcement by Aurora Cannabis Inc. (TSX: ACB) (NASDAQ: ACB) ("Aurora") of an alternative transaction from Organigram Global Inc. ("Organigram").

Curaleaf's enhanced premium bid of October 6, 2026 to purchase all of the outstanding common shares of Aurora (the "Offer" or the "Curaleaf Offer") remains outstanding.  Curaleaf believes its Offer represents better value, offering a superior combined business with a stronger capital markets profile, greater certainty and speed to close, and greater anticipated synergies.  Curaleaf will study Organigram's alternative transaction and awaits disclosure of material details which have not been provided, including any break fee, management and board composition going forward, and any investor rights being granted to BAT. It is also revealing that neither Aurora nor Organigram made any reference to whether the transaction is dilutive or accretive to shareholders.   

Aurora's board granted due diligence access to, in Curaleaf's view, a significantly smaller, underperforming and less liquid company, burdened with a looming share overhang, a history of, and forthcoming, shareholder dilution and weak cash generation, backed by an investor with its own disappointing cannabis investment track record. In Curaleaf's view, the refusal by Aurora's board to grant Curaleaf access and engage directly blocks any chance of an enhanced Curaleaf bid and constitutes gross dereliction of their fiduciary duties.  

IMPORTANT INFORMATION

This document does not constitute an offer to buy or the solicitation of an offer to sell any securities. The Offer is made solely by the Offer to Purchase and Circular dated August 18, 2026, as amended on October 6, 2026 and as may be further amended or supplemented (the "Offer to Purchase and Circular").

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 U.S. SECURITIES AND EXCHANGE COMMISSION (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 info@carsonproxy.com.

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, as amended, and a Tender Offer Statement on Schedule 14D-1F under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Offer is being conducted in accordance with Section 14(e) of the Exchange Act and Regulation 14E.

THE OFFER AND THE CURALEAF SUBORDINATE VOTING 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 subordinate voting shares issuable 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 STATEMENTS 

This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and U.S. securities laws (together, "forward-looking statements"), including statements regarding the Offer, Curaleaf's review of the alternative transaction and Curaleaf's intentions with respect to the Offer and Aurora. Forward-looking statements can generally be identified by words such as "will," "intend," "expect," "believe," "may," "could" or similar expressions. Forward-looking statements are based on Curaleaf's current expectations and assumptions and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond Curaleaf's control, that could cause actual results to differ materially, including the response of Aurora and its board of directors to the Offer, the terms and outcome of the competing proposal, the satisfaction or waiver of the conditions of the Offer, the receipt of regulatory approvals, and the other risks described in the Offer to Purchase and Circular and in Curaleaf's filings available at www.sedarplus.ca and www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this news release. Curaleaf undertakes no obligation to update any forward-looking statements, except as required by applicable law.

AURORA AND ORGANIGRAM INFORMATION

Information concerning Aurora and Organigram herein is based solely on Aurora's and Organigram's publicly available filings and other public sources. Neither Aurora nor Organigram has not reviewed this document. Neither Curaleaf nor its officers or directors assume responsibility for the accuracy or completeness of such information.

About Curaleaf 

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, Curaleaf 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
Kekst-Curaleaf@kekstcnc.com

Investor Contact
Curaleaf Holdings, Inc.
IR@curaleaf.com

Shareholder Contact 
Carson Proxy Advisors
North American Toll Free Phone: 1-800-530-5189
Local (Collect outside North America): 416-751-2066
Email: info@carsonproxy.com

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SOURCE Curaleaf Holdings, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Is Curaleaf’s offer to buy Aurora Cannabis still outstanding?

Curaleaf’s offer to purchase all outstanding Aurora common shares remains outstanding. The offer was enhanced on October 6, 2026, and Curaleaf plans to study the alternative transaction from Organigram Global.

Can Aurora shareholders in every U.S. state participate in Curaleaf’s offer?

No offer is made in certain U.S. states where Curaleaf’s subordinate voting shares issuable under the offer have not been registered or otherwise qualified for offer and sale, except to qualifying Exempt Institutional Investors. Those investors are described in the Offer to Purchase and Circular.