Curaleaf gets all competition clearances for Aurora bid
Curaleaf's offer for all outstanding Aurora common shares is set to expire December 4, 2026, unless withdrawn or amended.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Curaleaf Holdings, Inc. (CURLF) received all required competition-law clearances in Germany and Canada for its proposed acquisition of Aurora Cannabis; those were the only jurisdictions where clearance was required. Germany’s Federal Ministry for Economic Affairs and Energy approved the proposed acquisition of 100% of the voting rights in Aurora Europe GmbH, Aurora Deutschland GmbH and Aurora Produktions GmbH on October 20, 2026. Germany’s Federal Cartel Office confirmed on November 3, 2026, that the transaction did not meet the conditions for prohibition and may be implemented.
Canada’s Competition Bureau issued a no-action letter on November 2, 2026, stating that the Interim Commissioner had concluded her review. Curaleaf’s October 6 enhanced premium offer to purchase all outstanding Aurora common shares remains outstanding, subject to its remaining conditions being satisfied or waived.
1 point · 0 major0 major · 0 points
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.
Positive
- Moderate pointBy November 3, 2026, competition reviews were complete in Germany and Canada.
Negative
- None.
Filing Explained
Curaleaf’s offer for Aurora remains outstanding, with an expiration date of
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
Voting rights in three German subsidiaries: 100%
German ministry approval: October 20, 2026
Canadian no-action letter: November 2, 2026
+2 more
5 metrics
Voting rights in three German subsidiaries
100%
Proposed acquisition approved October 20, 2026
German ministry approval
October 20, 2026
Approval for the proposed acquisition of 100% of voting rights in three Aurora subsidiaries
Canadian no-action letter
November 2, 2026
Competition Bureau letter regarding the proposed Aurora acquisition
German Cartel Office confirmation
November 3, 2026
Confirmed the transaction may be implemented
Offer expiration
December 4, 2026
Curaleaf's offer remains subject to its terms and conditions
Key Terms
competition law clearances, no-action letter, issued and outstanding common shares, section 92 of the Competition Act (Canada)
4 terms
competition law clearances regulatory
"received all required competition law clearances in Germany and Canada"
Approvals from antitrust or competition regulators that a proposed corporate action—such as a merger, acquisition, joint venture, or certain agreements—does not substantially reduce competition in a market. Like getting an official permit before changing a shared neighborhood, these clearances are legal sign-offs that the transaction can proceed without creating unfair market power, and they matter to investors because they can delay, alter, or block deals and affect expected benefits and timing.
no-action letter regulatory
"issued a no-action letter on November 2, 2026"
A no-action letter is a written statement from a regulator saying it will not recommend enforcement action if a company or person carries out a specific plan or interpretation of the rules. Think of it as a cautious 'permission slip' that reduces legal uncertainty for an activity; investors care because it lowers the risk that a regulatory challenge will suddenly derail a business plan or affect the value of a company’s securities.
section 92 of the Competition Act (Canada) regulatory
"make an application under section 92 of the Competition Act (Canada)"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When does CURLF's offer for Aurora expire?
The offer is set to expire on December 4, 2026, unless withdrawn or amended. It is Curaleaf's October 6 enhanced premium bid to purchase all outstanding common shares of Aurora and remains subject to the offer's remaining conditions being satisfied or waived.
What did Canada's no-action letter say about CURLF's Aurora offer?
Canada's Competition Bureau issued a no-action letter on November 2, 2026, confirming that the Interim Commissioner of Competition had concluded her review and did not, at that time, intend to make an application under section 92 of the Competition Act (Canada) regarding the proposed acquisition of up to all of Aurora's issued and outstanding common shares.
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): November 10, 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 November 10, 2026, Curaleaf Holdings, Inc. ("Curaleaf") issued a statement confirming the company has received all required competition law clearances for proposed acquisition of Aurora Cannabis.
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 | Press release dated November 10, 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: | November 10, 2026 | By: | /s/ Peter Clateman | ||||||||
Name: | Peter Clateman | ||||||||||
Title: | Chief Legal Officer | ||||||||||
Curaleaf Holdings, Inc. Investor Relations Curaleaf Receives All Required Competition Law Clearances for Proposed Acquisition of Aurora Cannabis STAMFORD, Conn., Nov. 10, 2026 /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) (the "Company"), a leading international provider of consumer and medical cannabis products, today announced that it has received competition law clearances in Germany and Canada for its proposed acquisition of Aurora Cannabis Inc. ("Aurora"). Germany and Canada are the only jurisdictions in which competition law clearance was required for Curaleaf's proposed acquisition. On October 20, 2026 Germany's Federal Ministry for Economic Affairs and Energy granted approval for the proposed acquisition of 100% of the voting rights in Aurora Europe GmbH, Aurora Deutschland GmbH, and Aurora Produktions GmbH by Curaleaf Holdings. On November 2, 2026, Canada's Competition Bureau issued a no-action letter confirming that the Interim Commissioner of Competition had concluded her review and did not, at that time, intend to make an application under section 92 of the Competition Act (Canada) regarding the proposed acquisition of up to all of the issued and outstanding common shares of Aurora Cannabis Inc. On November 3, 2026, Germany's Federal Cartel Office confirmed that the proposed acquisition does not meet the conditions for prohibition under German competition law and may be implemented. Curaleaf's enhanced premium bid of October 6, 2026 to purchase all of the outstanding common shares of Aurora (the "Offer") remains outstanding and is set to expire on December 4, 2026 unless withdrawn or amended. "With all required competition law clearances secured, the path is clear for Aurora shareholders to realize the value our Offer provides," said Boris Jordan, Chairman of the Board and Chief Executive Officer of Curaleaf. "We appreciate the constructive engagement of the regulators who reviewed the transaction." Curaleaf's required competition law reviews are complete, while Organigram's proposed acquisition remains subject to shareholder, court, and regulatory approvals. Curaleaf believes these clearances strengthen its Offer by providing greater certainty of completion and supporting a faster path to closing, subject to the Offer's remaining conditions being satisfied or waived. The Company believes Aurora shareholders should consider this advantage when evaluating the competing proposals. 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, 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 satisfaction or waiver of the conditions of the Offer, 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. Investor Contact: Curaleaf Holdings, Inc. Camilo Lyon, Chief Investment Officer IR@curaleaf.com Media Contact: MATTIO Communications MattioCuraleaf@Mattio.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 SOURCE Curaleaf Holdings, Inc. https://ir.curaleaf.com/2026-11-10-Curaleaf-Receives-All-Required-Competition-Law-Clearances-for-Proposed-Acquisition-of- Aurora-Cannabis