Curaleaf Announces Termination of Equity Purchase Agreement with The Cannabist Company

Rhea-AI Summary

Curaleaf (OTCQX: CURLF) announced on December 19, 2025 that it has terminated its binding commitment to acquire The Cannabist Company's Virginia assets.

A competing bid valued the Virginia assets at $130 million plus assumption of a $30 million lease liability, which Curaleaf said exceeded its assessment of fair value. Curaleaf expects to receive a $3.3 million break fee upon cancellation and said it will remain opportunistic and disciplined in pursuing future acquisitions.

Positive

• $3.3 million break fee expected upon cancellation
• Avoided paying an implied $160 million total valuation (price plus lease liability)

Negative

• Terminated binding commitment to acquire Virginia assets
• Competing bid valued assets at $130 million plus $30 million lease liability, exceeding Curaleaf's fair-value assessment

STAMFORD, Conn., Dec. 19, 2025 /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer cannabis products, announced the termination of its binding commitment to acquire The Cannabist Company's Virginia assets (the "Virginia Assets"). A competing bid valued the Virginia Assets at $130 million plus the assumption of a $30 million lease liability. After a rigorous due diligence process, the Company determined this amount exceeded the rational fair value for the assets. As noted in its release dated December 2, Curaleaf expects to receive a break fee of $3.3mm upon cancellation of its original binding commitment. 

Curaleaf will continue to be opportunistic and disciplined in its acquisition strategy. 

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, Anthem and The Hemp Company 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 termination of an equity purchase agreement. 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 contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed on March 3, 2025, which is available under the Company's SEDAR profile at http://www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. 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.

Investor Contact:
Curaleaf Holdings, Inc.
Camilo Lyon, Chief Investment Officer
IR@curaleaf.com

Media Contact:
MATTIO Communications
MattioCuraleaf@Mattio.com

 

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SOURCE Curaleaf Holdings, Inc.

FAQ

What did Curaleaf (CURLF) announce on December 19, 2025?

Curaleaf announced it terminated its binding commitment to acquire The Cannabist Company's Virginia assets and expects a $3.3 million break fee.

How much was the competing bid for The Cannabist Virginia assets valued at?

The competing bid was valued at $130 million plus assumption of a $30 million lease liability (implied $160 million total).

Will Curaleaf (CURLF) receive any payment after cancelling the acquisition?

Yes, Curaleaf expects to receive a $3.3 million break fee upon cancellation of the original binding commitment.

Why did Curaleaf (CURLF) terminate the purchase of the Virginia assets?

After due diligence, Curaleaf determined the competing bid amount exceeded the rational fair value for the Virginia assets.

Does the termination change Curaleaf's acquisition strategy going forward?

Curaleaf said it will continue to be opportunistic and disciplined in its future acquisition strategy.