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Aurora Cannabis (ACB) faces unsolicited Curaleaf takeover bid

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Aurora Cannabis Inc. (ACB) reports that Curaleaf Holdings, Inc. has formally commenced an unsolicited take-over bid for all issued and outstanding Aurora common shares. The bid offers implied consideration of US$4.00 per Aurora share, composed of 0.3463 Curaleaf subordinate voting share plus US$0.75 in cash per Aurora share, and includes a value cap of US$5.00 per share.

Aurora states that this cap is below the trading price of Aurora shares on December 18, 2025. The board has formed a Special Committee of independent directors to review the bid with its legal and financial advisors before making a recommendation. The offer must remain open for at least 105 days, giving shareholders until at least December 1, 2026 to assess their options.

Aurora advises shareholders to take no action on the offer until the board issues its formal recommendation, which will be communicated via a news release and Directors’ Circular within 15 days of the bid, in line with applicable securities laws. Kingsdale Advisors is acting as strategic advisor and information agent and is available to answer shareholder questions.

Positive

  • None.

Negative

  • None.
Implied Offer Value per Share US$4.00 per Aurora Share Stated implied consideration offered by Curaleaf for each Aurora common share
Share Consideration Component 0.3463 Curaleaf subordinate voting share per Aurora Share Equity portion of the Curaleaf unsolicited take-over bid
Cash Consideration Component US$0.75 per Aurora Share Cash portion included in Curaleaf’s offer for each Aurora share
Value Cap per Share US$5.00 per Aurora Share Maximum value of consideration per Aurora share under the Curaleaf offer
Minimum Offer Period 105 days Minimum time the unsolicited take-over bid must remain open to Aurora shareholders
Earliest Offer Expiry Reference Date December 1, 2026 Date by which Aurora shareholders will have had at least 105 days to consider the offer
Dialogue Start Date with Curaleaf June 22, 2026 Date Aurora cites as the start of its dialogue with Curaleaf about a transaction
unsolicited take-over bid regulatory
"confirmed that Curaleaf Holdings, Inc. has commenced an unsolicited take-over bid for all"
An unsolicited take-over bid is an offer made by one party to buy a controlling stake in a publicly traded company without that company’s board having asked for or endorsed the offer. It matters to investors because it can signal a change in control, create uncertainty about the company’s future strategy and share price, and often triggers negotiations, defensive measures, or competing bids—similar to an unexpected buyer showing up at an auction.
Special Committee regulatory
"The Board has formed a special committee of independent directors (the "Special Committee")."
A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.
subordinate voting shares financial
"consisting of 0.3463 subordinate voting shares of Curaleaf plus US$0.75 in cash"
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.
Directors' Circular regulatory
"through a news release and Directors' Circular within 15 days, in accordance"
A directors' circular is an official document prepared by a company's board and sent to shareholders ahead of a major corporate action—such as a takeover offer, merger, or a significant vote—explaining the board’s view, the reasons behind its recommendation, and any director interests or material facts. Think of it like a detailed briefing note that helps shareholders understand the board’s position and the key information they’ll need to decide how to vote or respond.
forward-looking statements regulatory
"This news release includes statements containing certain "forward-looking information""
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
EU-GMP medical
"to acquire, at the lowest price possible, Aurora's market-leading EU-GMP facilities"
EU‑GMP is a regulatory standard that certifies pharmaceutical and related manufacturing facilities in the European Union meet strict quality and safety rules for producing medicines and medical products. For investors, an EU‑GMP certificate is like a trusted food‑safety rating for a factory: it signals lower regulatory and supply risk, access to EU markets, and greater confidence that products are consistently made to required specifications.

FAQ

What is Curaleaf’s unsolicited take-over bid for Aurora Cannabis Inc. (ACB)?

Curaleaf has launched an unsolicited take-over bid for all Aurora Cannabis common shares, offering implied consideration of US$4.00 per share, consisting of 0.3463 Curaleaf subordinate voting share plus US$0.75 in cash for each Aurora share.

What price and consideration mix does the Curaleaf offer propose for ACB shareholders?

The offer proposes implied consideration of US$4.00 per Aurora share, made up of 0.3463 Curaleaf subordinate voting share and US$0.75 in cash per share, subject to an overall value cap of US$5.00 per Aurora share.

How long will Aurora Cannabis Inc. (ACB) shareholders have to consider the Curaleaf offer?

The offer must remain open for a minimum of 105 days, giving Aurora shareholders until at least December 1, 2026 to evaluate their options while the board and its Special Committee complete their review and issue a formal recommendation.

What is Aurora Cannabis Inc. (ACB)’s current guidance to shareholders regarding the Curaleaf bid?

Aurora advises shareholders to take no action on the Curaleaf offer until the board provides a formal recommendation. This recommendation will be communicated through a news release and a Directors’ Circular within the required regulatory timeframe.

How is Aurora Cannabis Inc. (ACB) evaluating Curaleaf’s unsolicited offer?

Aurora’s board has formed a Special Committee of independent directors to evaluate the offer. The committee, with external legal and financial advisors, will review the terms and then make a recommendation to the full board, which will be shared with shareholders.

How can Aurora Cannabis Inc. (ACB) shareholders get information or assistance about the Curaleaf offer?

Aurora has appointed Kingsdale Advisors as strategic advisor and information agent. Shareholders can contact Kingsdale toll-free in North America at 1-800-749-9052, call or text 416-623-4172, or email contactus@kingsdaleadvisors.com for information about the offer.

What key date does Aurora Cannabis Inc. (ACB) highlight in relation to the Curaleaf offer price?

Aurora notes that the offer’s US$5.00 per share value cap is below the price at which Aurora shares traded on December 18, 2025, using that past trading level as context when discussing the proposed consideration and cap.

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

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2026

Commission File No. 001-38691

AURORA CANNABIS INC.
(Translation of registrant's name into English)

 

2207 90B St. SW
Edmonton, Alberta T6X 1V8
Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F  ☐ Form 40-F  ☒

 

 

 
 

 

 

 

SUBMITTED HEREWITH

 

Exhibits Description 
99.1   News release dated August 19, 2026

 

 
 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AURORA CANNABIS INC.

/s/ Miguel Martin

 


Miguel Martin
Chief Executive Officer

Date: August 19, 2026

Exhibit 99.1 

 

 

 

 

 

 

AURORA CANNABIS INC. URGES SHAREHOLDERS TO TAKE NO ACTION AT THIS TIME IN RESPECT TO THE UNSOLICITED TAKE-OVER BID BY CURALEAF HOLDINGS, INC.

  • Curaleaf's decision to launch a hostile takeover bid is designed to pressure Aurora's shareholders into a short-term decision for the benefit of Curaleaf shareholders.
  • Curaleaf's actions and comments reflect its objective: to acquire, at the lowest price possible, Aurora's market-leading EU-GMP facilities and global medical cannabis platform.
  • Curaleaf's description of Aurora's business performance does not reflect our recently reported quarterly results and stated European medical cannabis strategy.
  • Comments by Curaleaf's CEO failed to present the facts; Aurora has engaged with Curaleaf since June 2026, including as recently as August 12, 2026.
  • 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 contactus@kingsdaleadvisors.com.

EDMONTON, AB, Aug. 19, 2026 /CNW/ - Aurora Cannabis Inc. ("Aurora" or the "Company") (TSX: ACB) (NASDAQ: ACB), the Canadian-based leading global medical cannabis company, confirmed that Curaleaf Holdings, Inc. ("Curaleaf") (TSX: CURA) (OTCQX: CURLF), has commenced an unsolicited take-over bid for all of the issued and outstanding common shares of the Company (the "Aurora Shares") at a stated implied consideration of US$4.00 per Aurora Share, consisting of 0.3463 subordinate voting shares of Curaleaf plus US$0.75 in cash per Aurora Share (the "Offer"). We note that the Offer includes a cap on the value of the consideration of US$5.00 per Aurora Share, which is a lower price than Aurora Shares have traded as recently as December 18, 2025.

Miguel Martin, Executive Chairman and CEO of Aurora stated, "The strong shareholder support demonstrated at our 2026 AGM reinforces our commitment to the long-term strategy we are executing. We believe Curaleaf made a strategic decision to make its offer public to pressure our shareholders into making a short-term decision for the benefit of Curaleaf shareholders. We will not do that. We are building this Company for the long term and will always do what is right for Aurora shareholders."

"Contrary to assertions by Curaleaf, our door is always open to those that see value in our Company. Aurora has been in dialogue with Curaleaf going back to June 22, 2026 and as recently as August 12, 2026. Their objective is to acquire Aurora's highly strategic EU-GMP facilities and leading medical cannabis platforms at the lowest price possible, thereby depriving Aurora shareholders of any current and future value they generate," concluded Mr. Martin.

The Offer follows an announcement by Curaleaf on August 11, 2026 of its intention to make an offer for Aurora. At that time, Aurora confirmed that it received letters from Curaleaf dated June 23, 2026, and July 7, 2026, outlining proposals to acquire the Aurora Shares. The June 23, 2026, letter contained no proposed financial terms and the July 7, 2026, letter included no detail regarding the mix of cash and share consideration being proposed by Curaleaf.

The Company expects to provide a more comprehensive response to Aurora shareholders in a timely manner.

Take No Action on Offer

Aurora shareholders are advised to take NO action on the Offer until the Board of Directors of Aurora (the "Board") has made a formal recommendation to shareholders. The Offer will remain open for a minimum of 105 days, allowing Aurora shareholders until at least December 1, 2026 to consider their options.

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.

Advisors

Aurora has retained the following leading industry advisors:

  • Legal counsel to Aurora's Special Committee is Torys LLP.
  • Legal counsel to the Company are Stikeman Elliott LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP.
  • Fort Capital Partners is the Company's financial advisor and ICR is the Company's communications counsel.
  • Kingsdale Advisors is the Company's strategic advisor and information agent.

Shareholder Assistance

Aurora shareholders with questions about the Offer 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: contactus@kingsdaleadvisors.com

Shareholders should take NO action at this time. Shareholders should wait until the Board has provided its formal recommendation regarding the Offer.

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 the Offer, including the consideration of the Offer 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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/aurora-cannabis-inc-urges-shareholders-to-take-no-action-at-this-time-in-respect-to-the-unsolicited-take-over-bid-by-curaleaf-holdings-inc-302854811.html

SOURCE Aurora Cannabis Inc.

 

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/August2026/19/c7667.html

%CIK: 0001683541

For further information: For Media: Michelle Lefler, VP, Communications & PR, media@auroramj.com; For Investors: ICR, Inc., Investor Relations, aurora@icrinc.com

CO: Aurora Cannabis Inc.

CNW 07:05e 19-AUG-26

Filing Exhibits & Attachments

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