Curaleaf offers $4 a share in Aurora tender bid
Curaleaf Holdings, Inc. (CURLF) is pursuing a tender offer to acquire Aurora and has circulated a detailed brochure to Aurora shareholders encouraging them to tender into Curaleaf’s offer.
Rhea-AI Filing Summary
Curaleaf Holdings, Inc. (CURLF) is pursuing a tender offer to acquire Aurora and has circulated a detailed brochure to Aurora shareholders encouraging them to tender into Curaleaf’s offer. The consideration per Aurora share is 0.3463 Curaleaf shares plus US$0.75 in cash, implying an offer price of US$4.00.
The brochure highlights that this represents a 45% premium to Aurora’s 30‑day volume weighted average price of US$2.76 as of August 10, 2026, and a 110% premium on an ex‑cash basis. Curaleaf describes the combined business as a global cannabis leader with operations in 17 countries, more than US$1.5 billion of last‑twelve‑month revenue and nearly US$350 million of adjusted EBITDA, plus at least US$40 million of expected annual cost synergies.
The materials contrast Curaleaf’s positive share performance and cash generation with Aurora’s recent declines in revenue and adjusted EBITDA and its use of equity issuance, and state that Aurora shareholders must tender their shares before December 1, 2026 if they wish to participate in the offer.
Positive
- Curaleaf launches a premium acquisition bid for Aurora, offering US$4.00 per share (0.3463 Curaleaf shares plus US$0.75 cash), a 45% premium to Aurora’s 30‑day VWAP and implying a combined business with US$1.5B+ revenue, nearly US$350M adjusted EBITDA and at least US$40M in expected annual cost synergies.
Negative
- None.
Filing Explained
The offer remains a solicitation, with no regulatory approval and geographic limits on offeror-share access; projected synergies are not committed.
A Form 8-K reports specified material events; this report is an Item 8.01 filing attaching Curaleaf’s brochure as Exhibit 99.1.
Curaleaf is soliciting Aurora shareholders to tender, so the filing records an active offer communication rather than a completed combination or completed transfer of shares.
The filing says the offer and offeror shares have not been approved or disapproved by the SEC or any state securities commission, and that the offeror shares are not registered or otherwise qualified for offer and sale in certain U.S. states, except for qualifying exempt institutional investors.
The brochure describes at least
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Offer price per Aurora share: US$4.00 per share
Premium to Aurora 30-day VWAP: 45%
Offer consideration mix: 0.3463 Curaleaf shares + US$0.75 cash
+5 more
8 metrics
Offer price per Aurora share
US$4.00 per share
Implied by 0.3463 Curaleaf shares plus US$0.75 cash per Aurora share
Premium to Aurora 30-day VWAP
45%
Premium to 30-day VWAP of US$2.76 as of August 10, 2026
Offer consideration mix
0.3463 Curaleaf shares + US$0.75 cash
Per Aurora common share under Curaleaf’s offer
Combined LTM revenue
Over US$1.5 billion
Last-twelve-month revenue for period ended June 30, 2026 for Curaleaf and Aurora combined
Combined LTM adjusted EBITDA
Nearly US$350 million
Last-twelve-month adjusted EBITDA for period ended June 30, 2026 for the two companies combined
Expected annual cost synergies
At least US$40 million
Expected annual cost synergies from combining Curaleaf and Aurora
Combined market capitalization
Approximately US$3 billion
Approximate combined market capitalization of Curaleaf and Aurora cited in the brochure
Tender deadline
December 1, 2026
Date by which Aurora shares must be tendered to participate in the offer
Key Terms
tender offer, volume weighted average price, adjusted EBITDA, At-the-Market (ATM) program, +2 more
6 terms
tender offer financial
"Full details of Curaleaf’s offer to purchase all of the issued and outstanding common shares of Aurora (the “Offer”)"
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.
volume weighted average price financial
"Over the 30-day volume weighted average price (“VWAP”) of the Common Shares on August 10, 2026"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
adjusted EBITDA financial
"Adjusted EBITDA declined 78% over last four quarters"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
At-the-Market (ATM) program financial
"Sales as disclosed by Aurora under its At-the-Market (ATM) program"
An at-the-market (ATM) program is a way for a company to sell newly issued shares directly into the open market at the current trading price over time, rather than all at once. For investors it matters because it provides a flexible, ongoing source of capital but can dilute existing ownership and put steady selling pressure on a stock’s price—similar to a store quietly adding more items for sale at the posted price.
non-GAAP financial measures financial
"This communication makes reference to certain non-GAAP financial measures, including “adjusted EBITDA”"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Registration Statement on Form F-80 regulatory
"Curaleaf has filed with the SEC a Registration Statement on Form F-80 under the U.S. Securities Act of 1933"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is Curaleaf Holdings, Inc. (CURLF) proposing in relation to Aurora?
Curaleaf is making an offer to acquire Aurora through a tender offer and has sent a brochure urging Aurora shareholders to tender their shares, positioning the combined company as a leading global cannabis platform with operations in 17 countries.
What are the expected financial characteristics of the combined Curaleaf–Aurora company?
Curaleaf cites a combined last‑twelve‑month revenue of over US$1.5 billion, nearly US$350 million of adjusted EBITDA and at least US$40 million of expected annual cost synergies, plus an approximate combined market capitalization of US$3 billion.
How does Curaleaf (CURLF) compare its performance to Aurora’s in the brochure?
Curaleaf notes its shares rose about 50% in the first half of 2026, while it reports Aurora’s shares declined about 34%, and highlights Aurora’s 14% net revenue decline and 78% adjusted EBITDA decline over four quarters ended June 30, 2026.
What valuation multiple does Curaleaf say its offer implies for Aurora?
Curaleaf states the offer implies a 12.0x adjusted EBITDA multiple, which it says is 68% above a 7.1x Canadian peer average based on CY2026E adjusted EBITDA.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 16, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices and zip code) | ||||||||
( 917 ) 717 - 5875 | ||||||||
(Registrant's telephone number, including area code) | ||||||||
(Former name or former address, if changed since last report) | ||||||||
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On September 16, 2026, Curaleaf Holdings, Inc. ("Curaleaf") published a brochure for Aurora's shareholders encouraging them to tender their shares to Curaleaf's offer. A copy of the press release is attached as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||
99.1 | Brochure dated September 16, 2026 | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
CURALEAF HOLDINGS, INC. | |||||||||||
(Registrant) | |||||||||||
Date: | September 16, 2026 | By: | /s/ Peter Clateman | ||||||||
Name: | Peter Clateman | ||||||||||
Title: | Chief Legal Officer | ||||||||||
An Important Message For All Aurora Shareholders 45% Premium. Greater Opportunity Ahead. Curaleaf is offering to acquire Aurora and combine the two businesses, giving Aurora shareholders a compelling premium and continued ownership in the future of global cannabis. September 15, 2026 Learn More. Tender Your Shares.
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. (5) As of the unaffected date of August 10, 2026. Why Consider Curaleaf’s Offer? • 45% More 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$4.00.5 • 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.
US$1.5B+ LTM revenue US$350M Nearly LTM adjusted EBITDA Approximately combined market capitalization US$3B 730K sq. ft Non-U.S. cultivation & manufacturing footprint At least of expected annual cost synergies US$40M Meet The Leading Global Cannabis Platform. Combined Curaleaf and Aurora Footprint 23 Cultivation Facilities 21 Manufacturing Facilities 174 Dispensaries* * As of June 30, 2026 (end of Q2 2026). Curaleaf Footprint Aurora Curaleaf International Facilities
Aurora Management Has Not Delivered Net revenue declined 14% over last four quarters Adjusted EBITDA declined 78% over last four quarters Operating cash flow negative in two of the last four quarters Never-ending multi-year turnaround Aurora’s own auditors question management’s inventory controls in place Under Miguel Martin as CEO, Aurora’s share price has declined 97%. Relative Share Price Performance to June 30, 2026) Two Companies with Two Very Different Results 50% Curaleaf Aurora (34%) Over the first six months of 2026, Curaleaf shares increased approximately 50%, while Aurora shares declined approximately 34%. Look At The Record. Then Decide. Under Curaleaf Management ✓ Increased Curaleaf share price approximately 50% ✓ Built the industry’s most expansive international cannabis platform ✓ A global cultivation footprint ~3x that of Aurora and global production capacity ~6x that of Aurora
Aurora’s Business Is Going Backwards. Aurora Is Getting Smaller. Net revenue down 14%. Adjusted EBITDA down 78%. Aurora’s management says next year will be worse. Aurora’s never-ending turnaround has not delivered. Management does not have a forward vision. Shareholders Deserve More. Aurora Revenue and EBITDA (Four Quarters Ended June 30, 2026) Net Revenue Adj. EBITDA (IFRS) (in $ millions) (in $ millions) 79 83 85 18 68 15 9 Q2 2026 Q3 2026 Q4 2026 Q1 2027 3 Q2 2026 Q3 2026 Q4 2026 Q1 23027 (14%) (78%) Aurora’s net revenue and adjusted EBITDA have declined 14% and 78% respectively, from Q2 2026 to Q1 2027, while operating cash flow went negative.
US$145M -US$18M(7,8) Aurora’s Balance Sheet Is Funded By Shareholders. Operating Cash Flow (LTM) Curaleaf Generates Positive Cash Aurora Cash Burn Continues Despite having cash on the balance sheet, Aurora management has raised US$398M through dilutive equity issuances. Unlike debt, you can’t pay back dilution. (6) Sales as disclosed by Aurora under its At-the-Market (ATM) program. (7) Aurora Cash Flow from Operations adjusted to deduct net principal payments of lease liabilities for comparability. (8) Note: CAD:USD FX rate of 0.7200. If Aurora is worth more than Curaleaf’s offer, why has management been selling shares for less?(6) Average price Price Aurora Aurora sold sold shares in shares during quarter ended FY26 June 30, 2026 Price Aurora sold shares in July/August 2026 Curaleaf offer l $3.08 $3.09 $3.57 $4.00
How to Accept Curaleaf’s Offer. grow.curaleaf.com Need help? Contact Carson Proxy Advisors by North American toll-free phone at 1-800-530-5189, local and text at 416-751-2066, or by email at info@carsonproxy.com. It costs nothing to ask. Where to Find Additional Information Full details of Curaleaf’s offer to purchase all of the issued and outstanding common shares of Aurora (the “Offer”) are contained in the formal offer and take-over bid circular (the “Offer to Purchase and 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. Aurora shareholders are urged to read the Offer Documents carefully and in their entirety. The Offer Documents are also 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. Cautionary Statement Regarding Forward-Looking Statements This communication 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 communication include statements regarding the terms of the Offer, the expected benefits of the Offer to the combined company 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 communication, 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 communication 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 communication, including its financial statements and its directors’ circular dated September 1, 2026, and other public sources. Aurora has not reviewed this communication 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 communication. Disclosure of Financial Measures This communication makes reference to certain non-IFRS financial measures, including “adjusted EBITDA” of Aurora, which is not a recognized measure under IFRS, does not have a standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other companies. Curaleaf considers Aurora’s adjusted EBITDA to be relevant to its assessment of Aurora because it provides insight into the underlying operating performance and cash-generating potential of Aurora’s core business by excluding certain non-cash, non-recurring and other items that may not be indicative of ongoing operating results. Adjusted EBITDA is commonly used by management, investors and financial advisors to evaluate the operating performance, profitability and enterprise value of cannabis businesses and facilitates comparison with other companies in the industry. In addition, this communication makes reference to certain non-U.S. GAAP financial measures, including “adjusted EBITDA” of Curaleaf. Adjusted EBITDA is also not a recognized measure under U.S. GAAP, does not have a standardized meaning prescribed by U.S. GAAP and is therefore unlikely to be comparable to similar measures presented by other companies. This measure is provided as additional information to complement U.S. GAAP measures by providing further understanding of operations from management’s perspective. Accordingly, non-U.S. GAAP measures should never be considered in isolation nor as a substitute for analysis of financial information reported under U.S. GAAP. For further information, see the sections titled “Disclosure of Financial Measures” and “Documents Incorporated by Reference” in the Offer to Purchase and Circular. Notice to U.S. Holders 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. Curaleaf may elect to replace the Registration Statement and Tender Offer Statement by filing with the SEC a Registration Statement on Form F-4 under the U.S. Securities Act of 1933 and a Tender Offer Statement on Schedule TO 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. Contact your broker Call your broker or log in to your brokerage account. Tell them you want to accept Curaleaf’s offer Ask them to tender your Aurora shares to Curaleaf’s offer. Act before the deadline Your shares must be tendered before December 1, 2026.
The Right Assets. The Wrong Hands. The Curaleaf Offer Aurora’s Standalone Path 45% premium, 110% premium on ex-cash basis Cash plus Curaleaf equity Continued participation in Aurora’s assets through combination with Curaleaf Exposure to multiple U.S. regulatory and industry growth catalysts At least US$40 million of expected annual synergies A larger, more diversified global company Greater scale and broader access to capital X Management has guided fiscal 2027 revenue toward fiscal 2025 levels X Adjusted EBITDA expected below fiscal 2026 X Negative free cash flow in the quarter ended June 30, 2026 X Non-stop equity dilution from constant stock selling making your shares less valuable Aurora has valuable assets. But years of underperformance, dilution, and missed expectations have left shareholders with little to show for them. Curaleaf is offering a 45% premium and greater opportunity ahead. The choice is yours. Offer price per Aurora common share based on the unaffected date of August 10, 2026 US$4.00 premium to the 30-day VWAP on August 10, 2026 45% premium to the 30-day VWAP, excluding balance sheet cash & cash equivalents 110% Represents a 12.0x adjusted EBITDA multiple, 68% above the 7.1x Canadian peer average* * Based on CY2026E Adjusted EBITDA.