Curaleaf Holdings, Inc. reported that on August 18, 2026 it issued a press release announcing the launch of a take-over bid for Aurora Cannabis. The press release is provided as Exhibit 99.1. The disclosure is furnished under an Other Events item and is not treated as filed for liability purposes under the Exchange Act.
Curaleaf Holdings, Inc. has formally launched a take-over bid to acquire all issued and outstanding common shares of Aurora Cannabis Inc. Aurora shareholders would receive total implied consideration of US$4.00 per share, consisting of 0.3463 Curaleaf subordinate voting share plus US$0.75 in cash per Aurora share, based on Curaleaf’s US$9.39 closing price on August 10, 2026. This represents a 45% premium to Aurora’s 30‑day VWAP unaffected share price of US$2.75, and a stated 110% ex‑cash premium.
The offer includes a maximum value per Aurora share of US$5.00, with the share component adjustable based on Curaleaf’s 20‑day VWAP at closing. It is not subject to financing or due‑diligence conditions and remains open until 5:00 p.m. Mountain Time on December 1, 2026, subject to extensions. Conditions include minimum tender thresholds, required regulatory approvals, absence of a material adverse effect, and effectiveness of a U.S. registration statement.
Curaleaf presents strategic reasons for the transaction, highlighting an expected combined business with more than US$1.5 billion of last‑twelve‑month revenue, nearly US$350 million of adjusted EBITDA, and at least US$40 million of targeted annual cost synergies, along with expanded global scale and access to the U.S. cannabis market.
Curaleaf Holdings, Inc. reports that on August 11, 2026 it issued a press release announcing its intention to launch a take-over bid for Aurora Cannabis. The communication is being made as written communications under Rule 425 in connection with a potential business combination.
The report clarifies that the information, including the attached press release as Exhibit 99.1, is furnished and not deemed filed for liability purposes under the Exchange Act, and will only be incorporated into other securities filings if specifically referenced.
Curaleaf Holdings, Inc. announced its intention to launch a take-over bid for Aurora Cannabis Inc., offering total implied consideration of US$4.00 per Aurora share. Each share would receive 0.3463 Curaleaf subordinate voting shares plus US$0.75 in cash, representing a 45% premium to Aurora’s 30-day VWAP of US$2.75 and a 110% premium to the 30-day VWAP excluding Aurora’s balance sheet cash.
The implied value is capped at US$5.00 per share (based on the 20-day VWAP of Curaleaf shares); if Curaleaf’s share price rises substantially before take-up, the share component would be adjusted so that total consideration equals the Cap Price. Curaleaf highlights a potential combined business with more than US$1.5 billion of last-twelve-months revenue, nearly US$350 million of LTM Adjusted EBITDA, and a pro forma market capitalization approaching US$3.0 billion, as well as at least US$40 million of expected annual cost synergies.
The company emphasizes strategic benefits including broader international footprint, vertical integration, and immediate exposure for Aurora shareholders to the roughly US$32 billion U.S. legal cannabis market. Curaleaf has not yet formally commenced the offer, which is expected to remain open for 105 days once launched and will not be subject to due diligence or financing conditions; Curaleaf also notes there is no assurance the offer will ultimately be made or on these terms.
Curaleaf Holdings, Inc. will voluntarily comply with U.S. domestic issuer reporting requirements, rather than those for foreign private issuers. To support this transition it prepared a Form 10‑K for the year ended December 31, 2025 and a Form 10‑Q for the quarter ended March 31, 2026, and is concurrently filing a Form 10‑Q for the quarter ended June 30, 2026.
The 2025 10‑K describes a vertically integrated, global cannabis operator with 168 owned and managed U.S. retail locations in 14 states and more than 1,300 wholesale accounts as of December 31, 2025, expanding to 176 locations by August 5, 2026. Cultivation infrastructure includes 17 sites with about 1.5 million square feet of capacity and EU‑GMP certified production supporting distribution in 15 countries.
For 2025, domestic revenue was $1,095.7 million and international revenue was $172.5 million, with 85% of total revenue derived from U.S. cannabis activities. The company reports 5,554 employees worldwide and highlights extensive regulatory, tax, banking and capital‑markets risks tied to cannabis remaining illegal under U.S. federal law.
Curaleaf Holdings, Inc. reported second quarter 2026 net revenue of $340.1 million, a 10% increase from $310.6 million a year earlier, with domestic revenue of $288.7 million and international revenue of $51.4 million. Retail and wholesale revenues were $336.7 million and management fee income was $3.4 million.
Gross profit was $169.9 million for a 50% margin. Net income from continuing operations attributable to Curaleaf was $12.5 million, or $0.05 per basic share. Adjusted EBITDA was $70.1 million with a 20.6% margin. For the first six months of 2026, net revenue was $664.3 million, gross profit was $327.2 million, net income from continuing operations was $82.6 million, or $0.32 per basic share, and adjusted EBITDA was $133.5 million with a 20.1% margin.
As of June 30, 2026, Curaleaf held $107.0 million in cash and cash equivalents and had $611.5 million of outstanding debt, net. The company invested $32.9 million in capital expenditures, repurchased 1.01 million shares for $7.4 million, expanded its U.S. retail footprint toward 176 dispensaries, and completed the buyout of the remaining 45% equity interest in Four20 Pharma in Germany.
Curaleaf Holdings, Inc., a global cannabis company, reported stronger results for the six months ended June 30, 2026. Net revenues were 664,330 (in thousands) versus 617,211 a year earlier, with gross profit of 327,204 (in thousands). Net income attributable to Curaleaf was 82,306 (in thousands), compared with a net loss of 114,222 (in thousands), or basic EPS of $0.32 versus a loss of $0.55. For the second quarter, net revenues were 340,099 (in thousands) and net income was 12,507 (in thousands).
Performance benefited from a large income tax benefit of 137,489 (in thousands), compared with a prior-year tax provision, while interest expense on debt and lease obligations totaled 53,242 (in thousands) for the first half. Total assets were 2,814,357 (in thousands), including cash and restricted cash of 106,968 (in thousands) and inventories of 244,724 (in thousands). Total liabilities were 1,946,897 (in thousands), including notes payable of 611,541 (in thousands) and an uncertain tax position of 468,485 (in thousands). Shareholders’ equity rose to 867,460 (in thousands) as redeemable non‑controlling interests were eliminated.
Operating cash flow from continuing operations was 50,305 (in thousands). After a 1‑for‑3 reverse stock split, there were 233,484,263 subordinate voting shares and 31,323,568 multiple voting shares outstanding, and the company operated 173 U.S. dispensaries plus international cultivation, manufacturing and distribution platforms.
Curaleaf Holdings, Inc., a British Columbia corporation and foreign private issuer, furnished corporate governing documents under U.S. securities reporting rules. These include a Notice of Articles, consolidated Articles effective June 23, 2026, a Coattail Agreement, an Insider Trading Policy, and several debt-related indenture and loan amendments.
The Articles confirm an unlimited authorized share structure of Subordinate Voting Shares, Multiple Voting Shares and Exchangeable Shares, all without par value. Subordinate Voting Shares carry one vote per share, participate rateably with Multiple Voting Shares in dividends and liquidation on an as-converted basis, and do not carry pre-emptive rights. Multiple Voting Shares carry 15 votes per share and any change to their rights requires a separate special resolution of their holders.
Shareholder protections include coattail provisions allowing Subordinate Voting Shares to temporarily convert into Multiple Voting Shares to participate in qualifying takeover offers, then re-convert if the offer does not complete, and a standing right to convert Subordinate Voting Shares into Exchangeable Shares on a one-for-one basis. Exhibits also include a Third Supplemental Indenture dated January 17, 2025 governing 10.00% Senior Secured Notes due December 17, 2027 and a February 18, 2026 first amendment, consent and waiver to an amended and restated loan agreement with Needham Bank.
Curaleaf Holdings, Inc. is expanding its Florida presence by opening a new medical cannabis dispensary in Edgewater on July 17, 2026. This location increases its Florida footprint to 74 dispensaries and brings its total U.S. store count to 166 locations, reinforcing its role as a large multi-state operator.
The Edgewater site will offer multiple Curaleaf brands and product formats, including Reef flower, Anthem pre-rolls, Dark Heart and Grassroots premium flower, and new Select Briq 2 vapes. Management highlights a focus on serving Florida’s medical cannabis community, which represents about 4% of the state population. A grand opening celebration with promotions and events is scheduled for July 24–25, 2026.
Curaleaf Holdings, Inc. reports that Spain’s medicines regulator, AEMPS, has formally approved the registration of two standardized cannabis preparations, one THC‑dominant and one CBD‑dominant, developed by its Spanish manufacturing subsidiary. These registrations, listed as CAN‑1 and CAN‑2, are the first under Spain’s new medicinal cannabis framework, Royal Decree 903/2025, and clear the path for supply to hospital pharmacies for use in magistral formulas pursuant to medical prescription.
The milestone builds on Curaleaf’s EU‑GMP certified manufacturing facility and R&D laboratory in Alicante and on Medalchemy SL’s 2020 AEMPS license to process medicinal cannabis derivatives. Spain, a country of nearly 50 million people, is described as central to Curaleaf’s vision for Europe. The preparations are expected to become available to patients through hospital pharmacies in due course, in line with the new framework and subject to actions by Spanish health authorities.