Curaleaf Holdings, Inc. (CURLF) reports that on September 15, 2026 it issued a press release addressed to shareholders of Aurora. The company lists this communication as written communications and soliciting material under applicable SEC rules, and includes the press release as Exhibit 99.1 to the report.
The report states that this information, including Exhibit 99.1, is furnished under Form 8-K and is not deemed “filed” for purposes of Section 18 of the Exchange Act, nor incorporated into other securities law filings unless specifically referenced.
Curaleaf Holdings, Inc. (CURLF) reported that it has sent a letter to shareholders of Aurora Cannabis Inc. outlining the terms and rationale for its previously announced takeover offer. Curaleaf is offering 0.3463 Curaleaf shares plus US$0.75 in cash per Aurora share, implying a value of US$4.00 per share based on Aurora’s 30‑day VWAP of US$2.76 as of August 10, 2026, a stated 45% premium. The company highlights that, if completed, a combination of Curaleaf and Aurora would span operations in 17 countries with more than US$1.5 billion of last‑twelve‑month revenue and nearly US$350 million of adjusted EBITDA for the period ended June 30, 2026, plus at least US$40 million of expected annual cost synergies. Curaleaf’s materials state that Aurora shareholders who tender by the December 1, 2026 deadline would receive both cash and Curaleaf equity and could participate in the combined company, while Curaleaf has also scheduled a shareholder Q&A webcast for September 17, 2026.
Curaleaf Holdings, Inc. (CURLF) reports that on September 14, 2026 it issued a press release announcing submission of an application to the Alberta Securities Commission seeking to halt Aurora’s share issuance program during Curaleaf’s pending offer. The press release is furnished as Exhibit 99.1 to this report.
The information, including Exhibit 99.1, is being furnished under an Other Events section and, under the company’s stated treatment, is not deemed “filed” for liability purposes under Section 18 of the Exchange Act or automatically incorporated into other securities law filings.
Curaleaf Holdings, Inc. (CURLF) disclosed that on September 14, 2026 it filed an application with the Alberta Securities Commission seeking to halt share issuances under Aurora’s at-the-market share issuance program while Curaleaf’s outstanding offer to acquire all of Aurora’s shares remains in effect. Curaleaf is pursuing an expedited hearing and states that Aurora’s ATM issuances have diluted Aurora shareholders and increased the overall cost of Curaleaf’s offer.
According to Curaleaf, Aurora has issued approximately 2.81 million shares at an average price of US$3.04 since Curaleaf first expressed transaction interest, increasing the value required to complete the offer by more than US$11 million, and contributing to shareholder dilution of about 4.9% over that period and 10.8% since the ATM program began in February 2026. The company reiterates that its tender offer is governed by an Offer to Purchase and Circular dated August 18, 2026 and related U.S. and Canadian securities filings.
Curaleaf Holdings, Inc. (CURLF) reported that on September 8, 2026 it released a detailed fact sheet supporting its proposal to acquire Aurora Cannabis Inc. and responding to what it describes as misleading statements from Aurora about the offer.
Curaleaf states that its proposal represents a US$4.00 per-share offer with a 45% premium to Aurora’s prior trading price and, excluding Aurora’s cash, a 110% premium. Curaleaf indicates that about 19% of the offer value is in cash and the rest in Curaleaf shares, with an additional US$5.00 cap structure that it says equates to a premium within the 92nd percentile of Canadian M&A premiums over the past decade. Curaleaf contrasts its own cumulative $447 million of positive operating cash flow since fiscal 2021 with what it describes as more than C$480 million of negative operating cash flow at Aurora since FY21A and over C$5 billion of impairments, all based on Aurora’s public disclosures.
Curaleaf further highlights its scale and ownership structure, saying its market capitalization was more than 13 times Aurora’s before the offer, that insiders hold roughly 20% of Curaleaf (about US$500 million invested) versus roughly 1% insider ownership at Aurora, and that approximately 60% of Curaleaf’s business is U.S. medical cannabis. The communication emphasizes expected benefits from possible U.S. federal cannabis reform and reiterates that many of the statements are forward-looking and subject to risks described in Curaleaf’s Canadian securities filings.
Curaleaf Holdings, Inc. (CURLF) reports that on September 8, 2026 it issued a fact sheet intended to address what it believes are misleading statements from Aurora Cannabis, and furnished that document as Exhibit 99.1 to this report.
The company states that this fact sheet and the related Form 8-K information are being furnished under General Instruction B.2 of Form 8-K, are not deemed "filed" for purposes of Section 18 of the Exchange Act, and will only be incorporated into other filings if specifically referenced.
Curaleaf Holdings, Inc. (CURLF) reports that on September 2, 2026 it issued a press release responding to Aurora Cannabis' latest press release. The press release is included as Exhibit 99.1. The information in this report, including Exhibit 99.1, is furnished under Form 8-K Item 8.01 and, under General Instruction B.2, is not deemed "filed" for purposes of Section 18 of the Exchange Act or incorporated by reference into other securities law filings unless specifically referenced.
Curaleaf Holdings, Inc. (CURLF) reports, via a current report and press release, on its contested offer for Aurora Cannabis and reiterates its view that the proposal is attractive for Aurora shareholders. Curaleaf highlights that its offer represents a 45% premium to Aurora’s unaffected trading price and notes a US$5.00 share-price cap that it says equals an 82% premium to Aurora’s 30‑day VWAP on August 10, 2026. Curaleaf also cites implied valuation metrics it believes are favorable versus Canadian cannabis peers.
Curaleaf presents operating and balance sheet data to support its position, stating that it generated US$145 million of operating cash flow over the last twelve months ended June 30, 2026, including US$50 million of operating cash flow and US$17 million of free cash flow in the first half of 2026 while investing US$33 million in growth. It reports raising US$500 million of senior secured notes and describes net debt (excluding uncertain tax positions) as about 25% of total capitalization versus a cited peer average of 37%. Curaleaf further notes an uncertain tax position related to Section 280E equal to 13% of total enterprise value, which it compares to an approximate 30% peer average, and states that federal rescheduling of medical cannabis has removed future 280E accruals.
Curaleaf Holdings, Inc. (CURLF) reports that on August 24, 2026 it issued a press release responding to a prior press release by Aurora Cannabis. The company is furnishing this press release as Exhibit 99.1 under an Item 8.01 "Other Events" current report. Curaleaf states that the information in this report, including Exhibit 99.1, is being furnished in accordance with General Instruction B.2 of Form 8-K and is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into other Securities Act or Exchange Act filings, unless specifically referenced.
Curaleaf Holdings, Inc. (CURLF) reported that it issued a press release on August 24, 2026 responding to recent public statements by Aurora Cannabis about Curaleaf’s outstanding offer for Aurora. Curaleaf reiterates that its proposal provides Aurora shareholders with a “substantial premium” and the ability to participate in what it describes as a larger, stronger global cannabis platform.
Curaleaf states that there has been no substantive negotiation with Aurora, noting that Aurora has not signed an NDA, held deal-focused discussions, or permitted a site visit, while Curaleaf maintains it remains willing to meet at any time to discuss a transaction. Curaleaf’s commentary on Aurora’s business performance, including revenue, EBITDA, cash flow and cultivation yield figures, is based on Aurora’s publicly disclosed information and is presented as Curaleaf’s analysis of Aurora’s results and guidance. Curaleaf also highlights that Aurora’s share price rose and has traded near the implied value of Curaleaf’s proposal after the offer announcement, which Curaleaf characterizes as market recognition of the strategic rationale of the transaction. The press release is furnished as Exhibit 99.1 and is not deemed filed for Exchange Act liability purposes.