{"success":true,"data":{"pressRelease":{"id":"115392","rtpr_id":"nPn1kr6SBa","ticker":"ACB","exchange":"NASDAQ","all_tickers":["ACB","CURA"],"title":"Curaleaf Announces Intention to Launch Take-Over Bid for Aurora Cannabis to Solidify its Position as the Global Cannabis Industry Leader","author":"PR Newswire","published_at":"2026-08-11T12:26:17.180Z","article_body":"Curaleaf Announces Intention to Launch Take-Over Bid for Aurora Cannabis to Solidify its Position as the Global Cannabis Industry Leader\n\nPR Newswire\n\nSTAMFORD, Conn., Aug. 11, 2026\n\nProposed Offer reflects a 45% premium to Aurora's 30-day VWAP and a 110%\npremium to Aurora's 30-day VWAP excluding balance sheet cash\n\nProvides Aurora shareholders with the opportunity to become owners of the\npremier global cannabis platform and participate in the significant long-term\nupside of the combined company\n\nCombines Aurora's EU-GMP cultivation and manufacturing capacity with\nCuraleaf's EU-GMP processing capabilities and international distribution\nplatform to immediately enhance combined margins and accelerate patient\naccess across Europe, Canada, Australia, and New Zealand\n\nUrges Aurora's Board to engage in good-faith discussions regarding the\nproposed transaction\n\nSTAMFORD, Conn., Aug. 11, 2026 /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX:\nCURA) (OTCQX: CURLF) (\"Curaleaf\" or the \"Company\"), a leading international\nprovider of consumer cannabis products, today announces its intention to make\nan offer (the \"Offer\") to purchase all of the issued and outstanding common\nshares (the \"Aurora Shares\") of Aurora Cannabis Inc. (NASDAQ: ACB) (TSX: ACB)\n(\"Aurora\") for consideration consisting of subordinate voting shares of\nCuraleaf (the \"Curaleaf Shares\") and cash.\n\nThe Offer will provide Aurora shareholders with total implied consideration of\nUS$4.00 per share, comprised of 0.3463 Curaleaf Shares (the \"Share\nConsideration\"), plus US$0.75 cash (the \"Cash Consideration\", and collectively\nwith the Share Consideration, the \"Offer Consideration\"), for each Aurora\nShare. Based on Aurora's 30-day Volume Weighted Average Price (\"VWAP\") of\nUS$2.75, the Offer Consideration implies a premium of 45% over the 30-day\nVWAP. Excluding the value of the cash and cash equivalents that Aurora has on\nits balance sheet, the Offer represents a premium of 110% premium to Aurora's\n30-day VWAP.\n\nIn the event of a substantial rise in the trading price of Curaleaf Shares\nbefore take-up under the Offer, the value of the Offer Consideration offered\nfor each Aurora Share will be subject to a cap of US$5.00 (based on the 20-day\nVWAP of Curaleaf Shares, the \"Cap Price\"). In such case, Curaleaf will adjust\nthe number of Curaleaf Shares offered as consideration in the Offer, such that\nthe Offer Consideration for each Aurora Share is equal to the Cap Price. This\nCap Price would represent a premium of 82% over the 30-day VWAP and a 197%\npremium above 30-day VWAP excluding the value of the cash and cash equivalents\nthat Aurora has on its balance sheet.\n\nNo formal take-over bid has been commenced and there is no assurance the\nproposed offer will ultimately be made.\n\nBoris Jordan, Chairman of the Board and Chief Executive Officer of Curaleaf,\nstated: \"We believe this combination represents a win-win for Curaleaf and\nAurora shareholders. We are offering Aurora shareholders a unique opportunity\nto participate in a more highly diversified global platform and increase their\nexposure to U.S. regulatory tailwinds. By combining Curaleaf's global\ndistribution platform with Aurora's leading international medical cannabis\nfranchise and EU-GMP cultivation and manufacturing capacity, we see\nsignificant potential to unlock value through substantial cost and revenue\nsynergies.\n\nCuraleaf is making its intention public following repeated attempts to engage\nwith Aurora's leadership, beginning with a June 23, 2026 formal letter of\nintent from Boris Jordan, Chairman of the Board and Chief Executive Officer\nof Curaleaf, to Aurora's Chairman and CEO Miguel Martin outlining the\nproposal, its compelling strategic rationale, and Curaleaf's readiness to\nenter a mutual non-disclosure agreement to conduct reciprocal due diligence.\nFollowing Aurora's refusal to engage in good-faith discussions on those terms,\nCuraleaf sent a follow-up letter on July 7, 2026. To date, Aurora has been\nunwilling to engage in constructive discussions.\n\n\"We approached Aurora privately and constructively on multiple occasion,\" Mr.\nJordan continued. \"We were very disappointed that the Board refused to\nmeaningfully engage. We will now take our proposal directly to Aurora\nshareholders because the premium is significant, the strategic rationale is\ncompelling, and further delay is unjustified. Curaleaf remains ready to engage\nconstructively with Aurora's Board to advance this value-maximizing\ntransaction, and we are prepared to move quickly toward a definitive\nagreement.\"\n\nCuraleaf believes a combination of the two companies would result in\nsignificant strategic and financial advantages, including:\n\n * Create the leading global cannabis platform: The combined company would bring\ntogether two leading multi-country operators, boast a footprint in 17\ncountries across Europe, North America, and other emerging international\nmarkets, and a highly attractive financial profile with more than US$1.5\nbillion of last twelve months' (\"LTM\") revenue and nearly US$350 million of\nLTM Adjusted EBITDA.\n * Superior manufacturing and distribution capabilities: Overall, the transaction\nis expected to be immediately accretive to both Curaleaf International's and\nthe consolidated combined company's margins through greater vertical\nintegration, enhanced control of production and supply, and the capture of\nvalue across the international cannabis supply chain. The transaction would\nsecure Curaleaf International's supply chain by providing access to Aurora's\nmore than 50 tons of annual EU-GMP cultivation and manufacturing capacity,\nincluding the recently acquired Safari Flower Company, complementing\nCuraleaf's three operational EU-GMP certified facilities in Portugal, Spain\nand Canada. Further, Aurora shareholders would benefit from Curaleaf's\nunmatched international infrastructure, including leading positions in\nGermany, the U.K., and Poland, as well as extensive pharmacy and clinic\nnetworks and a global supply chain spanning Europe and other key international\nmarkets.\n * Unlock stronger growth and profitability: The combined company would further\nextend its position as the global cannabis industry leader while strengthening\nand solidifying its presence across Europe through a diversified, vertically\nintegrated supply chain spanning cultivation, manufacturing, distribution, and\npatient access. Curaleaf expects to generate at least US$40 million of annual\ncost synergies, while also unlocking additional value through the\nimplementation of enhanced cultivation standards, deployment of Curaleaf's\nleading genetics portfolio across Aurora's facilities, and optimization of\ncultivation capacity across the combined footprint. These initiatives,\ntogether with the companies' complementary assets and market positions, are\nexpected to drive long-term revenue acceleration and margin expansion.\n * Access to the world's largest cannabis market: Aurora shareholders would\nimmediately gain exposure to the U.S. market, which currently generates\nroughly $32 billion in legal annual sales (as per BDSA). As the U.S. cannabis\nindustry enters a period of potentially transformative regulatory and industry\ncatalysts, including the potential rescheduling of cannabis at the federal\nlevel and the continued expansion of legal markets through state-led medical\nand adult-use legalization initiatives, Curaleaf believes the U.S. presents a\nsignificant long-term growth opportunity in the global cannabis sector. With\nleading positions across key states and in several product categories, a\nportfolio of established brands, and scaled operations, Curaleaf is uniquely\npositioned to capitalize on an expanding addressable market, evolving\nregulatory framework, and increasing consumer adoption.\n * Enhanced scale, liquidity, and access to global capital markets: The combined\ncompany would be a larger, more diversified global cannabis platform with a\npro forma market capitalization approaching US$3.0 billion, enhanced\nliquidity, broader investor appeal, and expanded future capital markets\nopportunities. As one of the largest and most diversified cannabis companies\nglobally, the combined entity would be uniquely positioned as the premier\npublic vehicle for blue-chip institutional and long-term investors seeking\nexposure to a top-tier cannabis investment opportunity.\nThe full text of each of the June 23, 2026, and July 7, 2026 letters is\nincluded on our webpage: https://grow.curaleaf.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4749929-1&h=1352049826&u=https%3A%2F%2Fgrow.curaleaf.com%2F&a=https%3A%2F%2Fgrow.curaleaf.com)\n.\n\nAdvisors\n\nCanaccord Genuity Corp is serving as Curaleaf's financial advisor, Dentons is\nserving as Curaleaf's legal advisor, Kekst CNC is serving as strategic\ncommunications counsel, and Carson Proxy Advisors is serving as proxy\nsolicitation advisor and information agent.\n\nOffer Process\n\nFull details of the Offer will be provided in a formal offer and take-over bid\ncircular, letter of transmittal and notice of guaranteed delivery\n(collectively, the \"Offer Documents\") to be filed with Canadian securities\nregulatory authorities and with the U.S. Securities and Exchange Commission,\nand mailed to Shareholders. The Offeror will request a list of security\nholders from Aurora and expects to mail the Offer Documents as soon as\npracticable after receipt of such list. The Offer will be open for acceptance\nfor a period of 105 days following formal commencement, unless the Offer is\nextended, accelerated or withdrawn in accordance with its terms. The Offer\nwill be conditional upon certain conditions being satisfied or, where\npermitted, waived at or prior to the expiry of the Offer. Such conditions will\ninclude, among others to be described in the formal offer and take-over bid\ncircular.\n\nThe Offer will not be subject to any due diligence or financing conditions.\n\nIntention to Make an Offer\n\nAurora shareholders should note that Curaleaf has not yet commenced the Offer\nand should carefully review the cautionary statements set out below in this\npress release respecting the status of the Offer and the factors that may\ncause Curaleaf not to make the Offer.\n\nCuraleaf may determine not to make the Offer if: (i) it identifies material\nadverse information concerning the business, affairs, prospects or assets of\nAurora not previously disclosed by Aurora; (ii) Aurora implements or attempts\nto implement defensive tactics (such as a shareholder rights plan, grant of an\noption (or similar right) to purchase material assets, material acquisitions,\nissuances of shares (including, a private placement), or increased\nindebtedness (including, incurrence of significant new liabilities) in\nrelation to the Offer); (iii) Aurora completes or undertakes to complete any\nsignificant transactions; or (iv) Aurora determines to engage with Curaleaf to\nnegotiate the terms of a combination transaction and the parties determine to\nundertake that transaction utilizing a structure other than a takeover bid\n(such as a plan of arrangement). Accordingly, there can be no assurance that\nthe Offer will be made or that the final terms of the Offer will be as set out\nin this press release.\n\nThis press release does not constitute an offer to buy or the solicitation of\nan offer to sell any securities of the Offeror or Aurora.\n\nAbout Curaleaf Holdings\n\nCuraleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) (\"Curaleaf\") is a leading\ninternational provider of consumer products in cannabis with a mission to\nenhance lives by cultivating, sharing and celebrating the power of the plant.\nAs a high-growth cannabis company known for quality, expertise and\nreliability, the Company and its brands, including Curaleaf, Select,\nGrassroots, Find, Dark Heart, and Anthem provide industry-leading service,\nproduct selection and accessibility across the medical and adult use markets.\nCuraleaf International is powered by a strong presence in all stages of the\nsupply chain. Its unique distribution network throughout Europe, Canada and\nAustralasia brings together pioneering science and research with cutting-edge\ncultivation, extraction and production. Curaleaf is listed on the Toronto\nStock Exchange under the symbol CURA and trades on the OTCQX market under the\nsymbol CURLF. For more information, please visit https://ir.curaleaf.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4749929-1&h=2760932452&u=https%3A%2F%2Fir.curaleaf.com%2F&a=https%3A%2F%2Fir.curaleaf.com)\n.\n\nContacts\n\nMedia Contact\nKekst CNC\nKekst-Curaleaf@kekstcnc.com (mailto:Kekst-Curaleaf@kekstcnc.com)\n\nShareholder Contact\nCarson Proxy Advisors\nNorth American Toll Free Phone: 1-800-530-5189\nLocal (Collect outside North America): 416-751-2066\nEmail: info@carsonproxy.com (mailto:info@carsonproxy.com)\n\nCautionary Statement Regarding Forward Looking Statements\n\nThis press release contains certain \"forward-looking statements\" within the\nmeaning of such statements under applicable securities laws. Forward-looking\nstatements are frequently characterized by words such as \"plan\", \"continue\",\n\"expect\", \"project\", \"intend\", \"believe\", \"anticipate\", \"estimate\", \"may\",\n\"will\", \"potential\", \"proposed\" and other similar words, or statements that\ncertain events or conditions \"may\" or \"will\" occur. These statements are only\npredictions. Forward looking statements in this news release include\nstatements regarding the proposed terms of the Offer, the expected benefits of\nthe Offer to the combined company and the financial and strategic benefits of\nthe Offer noted above. Various assumptions were used in drawing the\nconclusions or making the projections contained in the forward-looking\nstatements throughout this press release, including assumptions based upon\nAurora's publicly disclosed information, and that there will be no change in\nthe business, prospects or capitalization of Aurora or Curaleaf.\nForward-looking statements are based on the opinions and estimates of\nmanagement at the date the statements are made, and are subject to a variety\nof risks and uncertainties and other factors that could cause actual events or\nresults to differ materially from those projected in the forward-looking\nstatements. The Company is under no obligation, and expressly disclaims any\nintention or obligation, to update or revise any forward-looking statements,\nwhether as a result of new information, future events or otherwise, except as\nexpressly required by applicable law. A more complete discussion of the risks\nand uncertainties facing the Company appears in the Company's Annual\nInformation Form and continuous disclosure filings, which are available at\nwww.sedarplus.com (http://www.sedarplus.com) .\n\nIn particular, this press release contains forward-looking information\nconcerning:\n\n 1. the Offer, various terms of the Offer and the anticipated timing of\ncommencement of the Offer;\n 2. expectations with respect to synergies and efficiencies that may be achieved\nupon a combination of the businesses of Aurora and Curaleaf; and\n 3. expectations with respect to business and geographical diversification of the\ncombined entity.\nCautionary Statement Respecting Aurora Information\n\nThe information concerning Aurora contained in this press release has been\ntaken from, or is based upon, publicly available information filed by Aurora\nwith securities regulatory authorities in Canada prior to the date of this\npress release and other public sources. Aurora has not reviewed this press\nrelease and has not confirmed the accuracy and completeness of the Aurora\ninformation contained herein. Neither Curaleaf, nor any of its officers or\ndirectors assumes any responsibility for the accuracy or completeness of such\nAurora information. Curaleaf has no means of verifying the accuracy or\ncompleteness of any of the Aurora information contained in this press release.\n\nNotice to U.S. Holders\n\nThe Offer will be made for the securities of a company formed outside of the\nUnited States. The Offer will be subject to disclosure requirements of Canada\nthat are different from those of the United States. Financial statements\nincluded in the documents, if any, will be prepared in accordance with\nCanadian accounting standards and may not be comparable to the financial\nstatements of United States companies.\n\nIt may be difficult for a securityholder in the United States to enforce\nhis/her/its rights and any claim a securityholder may have arising under the\nU.S. federal securities laws, since the issuer is located in Canada, and some\nor all of its officers or directors may be residents of Canada or another\ncountry outside of the United States. A securityholder may not be able to sue\na Canadian company or its officers or directors in a court in Canada or\nelsewhere outside of the United States for violations of U.S. securities laws.\nIt may be difficult to compel a Canadian company and its affiliates to subject\nthemselves to a U.S. court's judgment.\n\nSecurityholders should be aware that the issuer may purchase securities\notherwise than under the Offer, such as in open market or privately negotiated\npurchases.\n\nCautionary Statement Respecting Status of the Offer\n\nCuraleaf has not yet commenced the offer noted above in this press release.\nUpon commencement of the Offer, Curaleaf will file a takeover bid circular\nwith various securities commissions in Canada. The takeover bid circular will\ncontain important information about the Offer and should be read in its\nentirety by Aurora shareholders and others to whom the Offer is addressed.\nAfter the Offer is commenced, Aurora shareholders (and others) will be able to\nobtain, at no charge, a copy of the offer to purchase, takeover bid circular\nand various associated documents when they become available on the system for\nelectronic document analysis and retrieval+ (SEDAR+) at www.sedarplus.com\n(http://www.sedarplus.com) . This announcement is for informational purposes\nonly and does not constitute or form part of any offer or invitation to\npurchase, otherwise acquire, subscribe for, sell, otherwise dispose of or\nissue, or any other solicitation of any offer to sell, otherwise dispose of,\nissue, purchase, otherwise acquire or subscribe for any security. The offer\nwill not be made in, nor will deposits of securities be accepted from a person\nin, any jurisdiction in which the making or acceptance thereof would not be in\ncompliance with the laws of such jurisdiction. However, Curaleaf may, in its\nsole discretion, take such action as it deems necessary to extend the offer in\nany such jurisdiction.\n\nView original content to download\nmultimedia:https://www.prnewswire.com/news-releases/curaleaf-announces-intention-to-launch-take-over-bid-for-aurora-cannabis-to-solidify-its-position-as-the-global-cannabis-industry-leader-302848422.html\n(https://www.prnewswire.com/news-releases/curaleaf-announces-intention-to-launch-take-over-bid-for-aurora-cannabis-to-solidify-its-position-as-the-global-cannabis-industry-leader-302848422.html)\n\nSOURCE Curaleaf Holdings, Inc.\n\n\n\nPhoto: \nhttps://mmx.prnewswire.com/media/MS1545151/image124200-ID-1dd17c09c26d-Logo.jpg?id=OA2855348\n\nCopyright (c) 2026 PR Newswire Association,LLC. All Rights Reserved.","article_body_html":"","raw_payload":{"data":{"id":"nPn1kr6SBa","title":"Curaleaf Announces Intention to Launch Take-Over Bid for Aurora Cannabis to Solidify its Position as the Global Cannabis Industry Leader","author":"PR Newswire","ticker":"ACB","created":"2026-08-11T12:26:17.180Z","tickers":["ACB","CURA"],"exchange":"NASDAQ","article_body":"Curaleaf Announces Intention to Launch Take-Over Bid for Aurora Cannabis to Solidify its Position as the Global Cannabis Industry Leader\n\nPR Newswire\n\nSTAMFORD, Conn., Aug. 11, 2026\n\nProposed Offer reflects a 45% premium to Aurora's 30-day VWAP and a 110%\npremium to Aurora's 30-day VWAP excluding balance sheet cash\n\nProvides Aurora shareholders with the opportunity to become owners of the\npremier global cannabis platform and participate in the significant long-term\nupside of the combined company\n\nCombines Aurora's EU-GMP cultivation and manufacturing capacity with\nCuraleaf's EU-GMP processing capabilities and international distribution\nplatform to immediately enhance combined margins and accelerate patient\naccess across Europe, Canada, Australia, and New Zealand\n\nUrges Aurora's Board to engage in good-faith discussions regarding the\nproposed transaction\n\nSTAMFORD, Conn., Aug. 11, 2026 /PRNewswire/ -- Curaleaf Holdings, Inc. (TSX:\nCURA) (OTCQX: CURLF) (\"Curaleaf\" or the \"Company\"), a leading international\nprovider of consumer cannabis products, today announces its intention to make\nan offer (the \"Offer\") to purchase all of the issued and outstanding common\nshares (the \"Aurora Shares\") of Aurora Cannabis Inc. (NASDAQ: ACB) (TSX: ACB)\n(\"Aurora\") for consideration consisting of subordinate voting shares of\nCuraleaf (the \"Curaleaf Shares\") and cash.\n\nThe Offer will provide Aurora shareholders with total implied consideration of\nUS$4.00 per share, comprised of 0.3463 Curaleaf Shares (the \"Share\nConsideration\"), plus US$0.75 cash (the \"Cash Consideration\", and collectively\nwith the Share Consideration, the \"Offer Consideration\"), for each Aurora\nShare. Based on Aurora's 30-day Volume Weighted Average Price (\"VWAP\") of\nUS$2.75, the Offer Consideration implies a premium of 45% over the 30-day\nVWAP. Excluding the value of the cash and cash equivalents that Aurora has on\nits balance sheet, the Offer represents a premium of 110% premium to Aurora's\n30-day VWAP.\n\nIn the event of a substantial rise in the trading price of Curaleaf Shares\nbefore take-up under the Offer, the value of the Offer Consideration offered\nfor each Aurora Share will be subject to a cap of US$5.00 (based on the 20-day\nVWAP of Curaleaf Shares, the \"Cap Price\"). In such case, Curaleaf will adjust\nthe number of Curaleaf Shares offered as consideration in the Offer, such that\nthe Offer Consideration for each Aurora Share is equal to the Cap Price. This\nCap Price would represent a premium of 82% over the 30-day VWAP and a 197%\npremium above 30-day VWAP excluding the value of the cash and cash equivalents\nthat Aurora has on its balance sheet.\n\nNo formal take-over bid has been commenced and there is no assurance the\nproposed offer will ultimately be made.\n\nBoris Jordan, Chairman of the Board and Chief Executive Officer of Curaleaf,\nstated: \"We believe this combination represents a win-win for Curaleaf and\nAurora shareholders. We are offering Aurora shareholders a unique opportunity\nto participate in a more highly diversified global platform and increase their\nexposure to U.S. regulatory tailwinds. By combining Curaleaf's global\ndistribution platform with Aurora's leading international medical cannabis\nfranchise and EU-GMP cultivation and manufacturing capacity, we see\nsignificant potential to unlock value through substantial cost and revenue\nsynergies.\n\nCuraleaf is making its intention public following repeated attempts to engage\nwith Aurora's leadership, beginning with a June 23, 2026 formal letter of\nintent from Boris Jordan, Chairman of the Board and Chief Executive Officer\nof Curaleaf, to Aurora's Chairman and CEO Miguel Martin outlining the\nproposal, its compelling strategic rationale, and Curaleaf's readiness to\nenter a mutual non-disclosure agreement to conduct reciprocal due diligence.\nFollowing Aurora's refusal to engage in good-faith discussions on those terms,\nCuraleaf sent a follow-up letter on July 7, 2026. To date, Aurora has been\nunwilling to engage in constructive discussions.\n\n\"We approached Aurora privately and constructively on multiple occasion,\" Mr.\nJordan continued. \"We were very disappointed that the Board refused to\nmeaningfully engage. We will now take our proposal directly to Aurora\nshareholders because the premium is significant, the strategic rationale is\ncompelling, and further delay is unjustified. Curaleaf remains ready to engage\nconstructively with Aurora's Board to advance this value-maximizing\ntransaction, and we are prepared to move quickly toward a definitive\nagreement.\"\n\nCuraleaf believes a combination of the two companies would result in\nsignificant strategic and financial advantages, including:\n\n * Create the leading global cannabis platform: The combined company would bring\ntogether two leading multi-country operators, boast a footprint in 17\ncountries across Europe, North America, and other emerging international\nmarkets, and a highly attractive financial profile with more than US$1.5\nbillion of last twelve months' (\"LTM\") revenue and nearly US$350 million of\nLTM Adjusted EBITDA.\n * Superior manufacturing and distribution capabilities: Overall, the transaction\nis expected to be immediately accretive to both Curaleaf International's and\nthe consolidated combined company's margins through greater vertical\nintegration, enhanced control of production and supply, and the capture of\nvalue across the international cannabis supply chain. The transaction would\nsecure Curaleaf International's supply chain by providing access to Aurora's\nmore than 50 tons of annual EU-GMP cultivation and manufacturing capacity,\nincluding the recently acquired Safari Flower Company, complementing\nCuraleaf's three operational EU-GMP certified facilities in Portugal, Spain\nand Canada. Further, Aurora shareholders would benefit from Curaleaf's\nunmatched international infrastructure, including leading positions in\nGermany, the U.K., and Poland, as well as extensive pharmacy and clinic\nnetworks and a global supply chain spanning Europe and other key international\nmarkets.\n * Unlock stronger growth and profitability: The combined company would further\nextend its position as the global cannabis industry leader while strengthening\nand solidifying its presence across Europe through a diversified, vertically\nintegrated supply chain spanning cultivation, manufacturing, distribution, and\npatient access. Curaleaf expects to generate at least US$40 million of annual\ncost synergies, while also unlocking additional value through the\nimplementation of enhanced cultivation standards, deployment of Curaleaf's\nleading genetics portfolio across Aurora's facilities, and optimization of\ncultivation capacity across the combined footprint. These initiatives,\ntogether with the companies' complementary assets and market positions, are\nexpected to drive long-term revenue acceleration and margin expansion.\n * Access to the world's largest cannabis market: Aurora shareholders would\nimmediately gain exposure to the U.S. market, which currently generates\nroughly $32 billion in legal annual sales (as per BDSA). As the U.S. cannabis\nindustry enters a period of potentially transformative regulatory and industry\ncatalysts, including the potential rescheduling of cannabis at the federal\nlevel and the continued expansion of legal markets through state-led medical\nand adult-use legalization initiatives, Curaleaf believes the U.S. presents a\nsignificant long-term growth opportunity in the global cannabis sector. With\nleading positions across key states and in several product categories, a\nportfolio of established brands, and scaled operations, Curaleaf is uniquely\npositioned to capitalize on an expanding addressable market, evolving\nregulatory framework, and increasing consumer adoption.\n * Enhanced scale, liquidity, and access to global capital markets: The combined\ncompany would be a larger, more diversified global cannabis platform with a\npro forma market capitalization approaching US$3.0 billion, enhanced\nliquidity, broader investor appeal, and expanded future capital markets\nopportunities. As one of the largest and most diversified cannabis companies\nglobally, the combined entity would be uniquely positioned as the premier\npublic vehicle for blue-chip institutional and long-term investors seeking\nexposure to a top-tier cannabis investment opportunity.\nThe full text of each of the June 23, 2026, and July 7, 2026 letters is\nincluded on our webpage: https://grow.curaleaf.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4749929-1&h=1352049826&u=https%3A%2F%2Fgrow.curaleaf.com%2F&a=https%3A%2F%2Fgrow.curaleaf.com)\n.\n\nAdvisors\n\nCanaccord Genuity Corp is serving as Curaleaf's financial advisor, Dentons is\nserving as Curaleaf's legal advisor, Kekst CNC is serving as strategic\ncommunications counsel, and Carson Proxy Advisors is serving as proxy\nsolicitation advisor and information agent.\n\nOffer Process\n\nFull details of the Offer will be provided in a formal offer and take-over bid\ncircular, letter of transmittal and notice of guaranteed delivery\n(collectively, the \"Offer Documents\") to be filed with Canadian securities\nregulatory authorities and with the U.S. Securities and Exchange Commission,\nand mailed to Shareholders. The Offeror will request a list of security\nholders from Aurora and expects to mail the Offer Documents as soon as\npracticable after receipt of such list. The Offer will be open for acceptance\nfor a period of 105 days following formal commencement, unless the Offer is\nextended, accelerated or withdrawn in accordance with its terms. The Offer\nwill be conditional upon certain conditions being satisfied or, where\npermitted, waived at or prior to the expiry of the Offer. Such conditions will\ninclude, among others to be described in the formal offer and take-over bid\ncircular.\n\nThe Offer will not be subject to any due diligence or financing conditions.\n\nIntention to Make an Offer\n\nAurora shareholders should note that Curaleaf has not yet commenced the Offer\nand should carefully review the cautionary statements set out below in this\npress release respecting the status of the Offer and the factors that may\ncause Curaleaf not to make the Offer.\n\nCuraleaf may determine not to make the Offer if: (i) it identifies material\nadverse information concerning the business, affairs, prospects or assets of\nAurora not previously disclosed by Aurora; (ii) Aurora implements or attempts\nto implement defensive tactics (such as a shareholder rights plan, grant of an\noption (or similar right) to purchase material assets, material acquisitions,\nissuances of shares (including, a private placement), or increased\nindebtedness (including, incurrence of significant new liabilities) in\nrelation to the Offer); (iii) Aurora completes or undertakes to complete any\nsignificant transactions; or (iv) Aurora determines to engage with Curaleaf to\nnegotiate the terms of a combination transaction and the parties determine to\nundertake that transaction utilizing a structure other than a takeover bid\n(such as a plan of arrangement). Accordingly, there can be no assurance that\nthe Offer will be made or that the final terms of the Offer will be as set out\nin this press release.\n\nThis press release does not constitute an offer to buy or the solicitation of\nan offer to sell any securities of the Offeror or Aurora.\n\nAbout Curaleaf Holdings\n\nCuraleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) (\"Curaleaf\") is a leading\ninternational provider of consumer products in cannabis with a mission to\nenhance lives by cultivating, sharing and celebrating the power of the plant.\nAs a high-growth cannabis company known for quality, expertise and\nreliability, the Company and its brands, including Curaleaf, Select,\nGrassroots, Find, Dark Heart, and Anthem provide industry-leading service,\nproduct selection and accessibility across the medical and adult use markets.\nCuraleaf International is powered by a strong presence in all stages of the\nsupply chain. Its unique distribution network throughout Europe, Canada and\nAustralasia brings together pioneering science and research with cutting-edge\ncultivation, extraction and production. Curaleaf is listed on the Toronto\nStock Exchange under the symbol CURA and trades on the OTCQX market under the\nsymbol CURLF. For more information, please visit https://ir.curaleaf.com\n(https://edge.prnewswire.com/c/link/?t=0&l=en&o=4749929-1&h=2760932452&u=https%3A%2F%2Fir.curaleaf.com%2F&a=https%3A%2F%2Fir.curaleaf.com)\n.\n\nContacts\n\nMedia Contact\nKekst CNC\nKekst-Curaleaf@kekstcnc.com (mailto:Kekst-Curaleaf@kekstcnc.com)\n\nShareholder Contact\nCarson Proxy Advisors\nNorth American Toll Free Phone: 1-800-530-5189\nLocal (Collect outside North America): 416-751-2066\nEmail: info@carsonproxy.com (mailto:info@carsonproxy.com)\n\nCautionary Statement Regarding Forward Looking Statements\n\nThis press release contains certain \"forward-looking statements\" within the\nmeaning of such statements under applicable securities laws. Forward-looking\nstatements are frequently characterized by words such as \"plan\", \"continue\",\n\"expect\", \"project\", \"intend\", \"believe\", \"anticipate\", \"estimate\", \"may\",\n\"will\", \"potential\", \"proposed\" and other similar words, or statements that\ncertain events or conditions \"may\" or \"will\" occur. These statements are only\npredictions. Forward looking statements in this news release include\nstatements regarding the proposed terms of the Offer, the expected benefits of\nthe Offer to the combined company and the financial and strategic benefits of\nthe Offer noted above. Various assumptions were used in drawing the\nconclusions or making the projections contained in the forward-looking\nstatements throughout this press release, including assumptions based upon\nAurora's publicly disclosed information, and that there will be no change in\nthe business, prospects or capitalization of Aurora or Curaleaf.\nForward-looking statements are based on the opinions and estimates of\nmanagement at the date the statements are made, and are subject to a variety\nof risks and uncertainties and other factors that could cause actual events or\nresults to differ materially from those projected in the forward-looking\nstatements. The Company is under no obligation, and expressly disclaims any\nintention or obligation, to update or revise any forward-looking statements,\nwhether as a result of new information, future events or otherwise, except as\nexpressly required by applicable law. A more complete discussion of the risks\nand uncertainties facing the Company appears in the Company's Annual\nInformation Form and continuous disclosure filings, which are available at\nwww.sedarplus.com (http://www.sedarplus.com) .\n\nIn particular, this press release contains forward-looking information\nconcerning:\n\n 1. the Offer, various terms of the Offer and the anticipated timing of\ncommencement of the Offer;\n 2. expectations with respect to synergies and efficiencies that may be achieved\nupon a combination of the businesses of Aurora and Curaleaf; and\n 3. expectations with respect to business and geographical diversification of the\ncombined entity.\nCautionary Statement Respecting Aurora Information\n\nThe information concerning Aurora contained in this press release has been\ntaken from, or is based upon, publicly available information filed by Aurora\nwith securities regulatory authorities in Canada prior to the date of this\npress release and other public sources. Aurora has not reviewed this press\nrelease and has not confirmed the accuracy and completeness of the Aurora\ninformation contained herein. Neither Curaleaf, nor any of its officers or\ndirectors assumes any responsibility for the accuracy or completeness of such\nAurora information. Curaleaf has no means of verifying the accuracy or\ncompleteness of any of the Aurora information contained in this press release.\n\nNotice to U.S. Holders\n\nThe Offer will be made for the securities of a company formed outside of the\nUnited States. The Offer will be subject to disclosure requirements of Canada\nthat are different from those of the United States. Financial statements\nincluded in the documents, if any, will be prepared in accordance with\nCanadian accounting standards and may not be comparable to the financial\nstatements of United States companies.\n\nIt may be difficult for a securityholder in the United States to enforce\nhis/her/its rights and any claim a securityholder may have arising under the\nU.S. federal securities laws, since the issuer is located in Canada, and some\nor all of its officers or directors may be residents of Canada or another\ncountry outside of the United States. A securityholder may not be able to sue\na Canadian company or its officers or directors in a court in Canada or\nelsewhere outside of the United States for violations of U.S. securities laws.\nIt may be difficult to compel a Canadian company and its affiliates to subject\nthemselves to a U.S. court's judgment.\n\nSecurityholders should be aware that the issuer may purchase securities\notherwise than under the Offer, such as in open market or privately negotiated\npurchases.\n\nCautionary Statement Respecting Status of the Offer\n\nCuraleaf has not yet commenced the offer noted above in this press release.\nUpon commencement of the Offer, Curaleaf will file a takeover bid circular\nwith various securities commissions in Canada. The takeover bid circular will\ncontain important information about the Offer and should be read in its\nentirety by Aurora shareholders and others to whom the Offer is addressed.\nAfter the Offer is commenced, Aurora shareholders (and others) will be able to\nobtain, at no charge, a copy of the offer to purchase, takeover bid circular\nand various associated documents when they become available on the system for\nelectronic document analysis and retrieval+ (SEDAR+) at www.sedarplus.com\n(http://www.sedarplus.com) . This announcement is for informational purposes\nonly and does not constitute or form part of any offer or invitation to\npurchase, otherwise acquire, subscribe for, sell, otherwise dispose of or\nissue, or any other solicitation of any offer to sell, otherwise dispose of,\nissue, purchase, otherwise acquire or subscribe for any security. The offer\nwill not be made in, nor will deposits of securities be accepted from a person\nin, any jurisdiction in which the making or acceptance thereof would not be in\ncompliance with the laws of such jurisdiction. However, Curaleaf may, in its\nsole discretion, take such action as it deems necessary to extend the offer in\nany such jurisdiction.\n\nView original content to download\nmultimedia:https://www.prnewswire.com/news-releases/curaleaf-announces-intention-to-launch-take-over-bid-for-aurora-cannabis-to-solidify-its-position-as-the-global-cannabis-industry-leader-302848422.html\n(https://www.prnewswire.com/news-releases/curaleaf-announces-intention-to-launch-take-over-bid-for-aurora-cannabis-to-solidify-its-position-as-the-global-cannabis-industry-leader-302848422.html)\n\nSOURCE Curaleaf Holdings, Inc.\n\n\n\nPhoto: \nhttps://mmx.prnewswire.com/media/MS1545151/image124200-ID-1dd17c09c26d-Logo.jpg?id=OA2855348\n\nCopyright (c) 2026 PR Newswire Association,LLC. All Rights Reserved."},"type":"article","timestamp":"2026-08-11T12:26:17.258304331Z","server_sent_at_ms":1786451177258},"received_at":"2026-08-11T12:26:17.443Z","source_url":"https://www.prnewswire.com/news-releases/curaleaf-announces-intention-to-launch-take-over-bid-for-aurora-cannabis-to-solidify-its-position-as-the-global-cannabis-industry-leader-302848422.html"},"analysis":{"id":"104390","press_release_id":"115392","analysis_json":{"industry":{"label":"Pharmaceuticals, Biotechnology & Life Sciences","sector":"Health Care"},"redFlags":["Aurora Board has refused to engage in constructive discussions","No formal take-over bid has been commenced and there is no assurance the offer will be made"],"eventType":"m_and_a","narrative":"Curaleaf Holdings announced its intention to launch a take-over bid for Aurora Cannabis, offering US$4.00 per share, representing a 45% premium to Aurora's 30-day VWAP.\n\nThe proposed consideration consists of 0.3463 Curaleaf shares plus US$0.75 in cash for each Aurora share, with a cap of US$5.00 per share to account for potential increases in Curaleaf's stock price.\n\nCuraleaf stated the combined entity would generate over US$1.5 billion in LTM revenue and US$350 million in Adjusted EBITDA, targeting at least US$40 million in annual cost synergies and creating a leading global cannabis platform.\n\nAurora's board has refused to engage in discussions following private overtures beginning in June, prompting Curaleaf to take its proposal directly to shareholders.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"Curaleaf launches hostile bid for Aurora at 45% premium, creating a global cannabis giant."},"keyFigures":{"dealValueUsd":0,"offeringPrice":4,"customDimensions":{"cap_price":"$5.00","share_ratio":0.3463,"target_vwap_30d":"$2.75","annual_synergies":"$40 million","cash_consideration":"$0.75","premium_percentage":"45%","combined_ltm_ebitda":"$350 million","combined_ltm_revenue":"$1.5 billion","pro_forma_market_cap":"$3.0 billion","premium_excluding_cash":"110%","aurora_eu_gmp_capacity_tons":"50"}},"quotedText":"We believe this combination represents a win-win for Curaleaf and Aurora shareholders. We are offering Aurora shareholders a unique opportunity to participate in a more highly diversified global platform and increase their exposure to U.S. regulatory tailwinds.","namedEntities":{"people":[{"name":"Boris Jordan","role":"Chairman and CEO of Curaleaf"},{"name":"Miguel Martin","role":"Chairman and CEO of Aurora"}],"products":["Select","Grassroots","Find","Dark Heart","Anthem"],"companies":[{"name":"Curaleaf Holdings, Inc.","ticker":"CURA","relationship":"acquirer"},{"name":"Aurora Cannabis Inc.","ticker":"ACB","relationship":"target"},{"name":"Canaccord Genuity Corp","relationship":"financial advisor"},{"name":"Dentons","relationship":"legal advisor"},{"name":"Kekst CNC","relationship":"strategic communications counsel"},{"name":"Carson Proxy Advisors","relationship":"proxy solicitation advisor"},{"name":"Safari Flower Company","relationship":"subsidiary of Aurora"}],"dollarAmounts":[{"amount":"US$4.00","context":"total implied consideration per Aurora share"},{"amount":"US$0.75","context":"cash consideration per Aurora share"},{"amount":"US$2.75","context":"Aurora's 30-day VWAP"},{"amount":"US$5.00","context":"cap price per Aurora share"},{"amount":"US$1.5 billion","context":"combined company LTM revenue"},{"amount":"US$350 million","context":"combined company LTM Adjusted EBITDA"},{"amount":"US$40 million","context":"expected annual cost synergies"},{"amount":"US$3.0 billion","context":"pro forma market capitalization"},{"amount":"$32 billion","context":"U.S. legal annual sales market size"}]},"materialImpact":{"score":5,"reasoning":"Curaleaf announced a definitive intention to acquire Aurora Cannabis via a take-over bid at a 45% premium to the 30-day VWAP. This is a binary M&A event involving a change of control proposal for the primary ticker."},"tickerRelevance":{"others":[{"ticker":"CURA","relevance":"acquirer"}],"primary":"ACB"},"globalImportance":45,"audienceRelevance":50,"eventTypeSecondary":[],"importanceComponents":{"tickerTier":"mid-cap","eventGravity":"hostile_takeover_attempt_premium_bid","sectorWeight":"cannabis_retail_favorite","issuerAuthored":false}},"event_type":"m_and_a","event_type_secondary":null,"sentiment":"bullish","material_impact_score":5,"narrative":"Curaleaf Holdings announced its intention to launch a take-over bid for Aurora Cannabis, offering US$4.00 per share, representing a 45% premium to Aurora's 30-day VWAP.\n\nThe proposed consideration consists of 0.3463 Curaleaf shares plus US$0.75 in cash for each Aurora share, with a cap of US$5.00 per share to account for potential increases in Curaleaf's stock price.\n\nCuraleaf stated the combined entity would generate over US$1.5 billion in LTM revenue and US$350 million in Adjusted EBITDA, targeting at least US$40 million in annual cost synergies and creating a leading global cannabis platform.\n\nAurora's board has refused to engage in discussions following private overtures beginning in June, prompting Curaleaf to take its proposal directly to shareholders.","key_figures":{"dealValueUsd":0,"offeringPrice":4,"customDimensions":{"cap_price":"$5.00","share_ratio":0.3463,"target_vwap_30d":"$2.75","annual_synergies":"$40 million","cash_consideration":"$0.75","premium_percentage":"45%","combined_ltm_ebitda":"$350 million","combined_ltm_revenue":"$1.5 billion","pro_forma_market_cap":"$3.0 billion","premium_excluding_cash":"110%","aurora_eu_gmp_capacity_tons":"50"}},"named_entities":{"people":[{"name":"Boris Jordan","role":"Chairman and CEO of Curaleaf"},{"name":"Miguel Martin","role":"Chairman and CEO of Aurora"}],"products":["Select","Grassroots","Find","Dark Heart","Anthem"],"companies":[{"name":"Curaleaf Holdings, Inc.","ticker":"CURA","relationship":"acquirer"},{"name":"Aurora Cannabis Inc.","ticker":"ACB","relationship":"target"},{"name":"Canaccord Genuity Corp","relationship":"financial advisor"},{"name":"Dentons","relationship":"legal advisor"},{"name":"Kekst CNC","relationship":"strategic communications counsel"},{"name":"Carson Proxy Advisors","relationship":"proxy solicitation advisor"},{"name":"Safari Flower Company","relationship":"subsidiary of Aurora"}],"dollarAmounts":[{"amount":"US$4.00","context":"total implied consideration per Aurora share"},{"amount":"US$0.75","context":"cash consideration per Aurora share"},{"amount":"US$2.75","context":"Aurora's 30-day VWAP"},{"amount":"US$5.00","context":"cap price per Aurora share"},{"amount":"US$1.5 billion","context":"combined company LTM revenue"},{"amount":"US$350 million","context":"combined company LTM Adjusted EBITDA"},{"amount":"US$40 million","context":"expected annual cost synergies"},{"amount":"US$3.0 billion","context":"pro forma market capitalization"},{"amount":"$32 billion","context":"U.S. legal annual sales market size"}]},"model_name":"glm-4.7","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-08-11T16:17:31.777Z","global_importance":45,"audience_relevance":50,"importance_components":{"tickerTier":"mid-cap","eventGravity":"hostile_takeover_attempt_premium_bid","sectorWeight":"cannabis_retail_favorite","issuerAuthored":false}},"durationMs":316050,"modelName":"glm-4.7"}}