Aurora Cannabis challenges Curaleaf bid disclosures at Alberta regulator
Aurora cites missing pro forma financials, a French-language notice and the mandatory 105-day deposit period in its ASC application.
Theo Marchetti
The Alberta Securities Commission was asked on Sept. 23 to order corrections to Curaleaf's hostile bid circular and enforce the mandatory deposit period. Aurora Cannabis Inc. TSEACB NASDAQACB shares closed at C$5.94 in Toronto, down one per cent as of 4 p.m. EDT on Sept. 23.
Aurora said it filed the application over missing pro forma financial statements, an absent French-language notice and Curaleaf's alleged failure to meet the mandatory 105-day deposit period. Its release gave no docket number, hearing date or decision date. Aurora's announcement reports an application rather than a commission ruling.
Curaleaf Holdings, Inc. TSECURA OTCMKTSCURLF launched the offer on Aug. 18, proposing 0.3463 of a Curaleaf share and US$0.75 cash for each Aurora share. That mix would give Aurora holders shares in the bidder if the transaction closes, with the stock portion's value moving with Curaleaf's share price.
Curaleaf assigned the package an implied US$4.00 value using its Aug. 10 closing price, before it launched the formal offer. The bid terms set a maximum of US$5.00 per Aurora share and a Dec. 1 expiry at 5 p.m. Mountain time, unless Curaleaf extends, varies or withdraws the offer.
Aurora Cites Three Bid Deficiencies
Aurora's directors urged shareholders on Sept. 2 to reject the bid by taking no action and withholding their shares, according to the company's Sept. 23 announcement. The company reiterated that recommendation and said holders who had already tendered should withdraw their shares. Aurora supplies medical cannabis in Canada, Europe, Australia and New Zealand.
Aurora asked the ASC to require missing pro forma financial statements and a French-language notice in Quebec. It also asked the regulator to ensure shareholders receive the full mandatory 105-day deposit period after those deficiencies are corrected. Curaleaf's published offer still lists Dec. 1 as its expiry date, subject to the bid's terms.
"Today, we are putting this proposal directly in the hands of Aurora shareholders," Curaleaf chairman and chief executive Boris Jordan said in the Aug. 18 announcement.
Curaleaf's Offer Combines Shares and Cash
Curaleaf is an international consumer and medical cannabis company, according to its Aug. 18 release. It said the formal offer and takeover circular had been filed with Canadian securities regulators and the U.S. Securities and Exchange Commission. Its initial US$4.00 implied value depended on its share price on Aug. 10, while the US$0.75 cash portion is fixed in the terms announced that month.
The bidder's pricing formula caps the package at US$5.00 per Aurora share. Under the formula, the number of Curaleaf shares delivered would adjust if its share price rises above the threshold specified in the bid terms. Aurora says Curaleaf's alleged failure to meet the mandatory deposit period means the offer is not a permitted bid under its shareholder rights plan.
Read more: Curaleaf enters FTSE Canada All Cap Index in September review
Curaleaf's published terms set Dec. 1 at 5 p.m. Mountain time as the bid's expiry, unless it extends, varies or withdraws the offer. Aurora's Sept. 23 announcement gave no date for a commission decision.
Correction (Sept. 24, 2026): An earlier version of this article incorrectly said Aurora sought to reset Curaleaf's bid clock and obtain a new 105-day period. Aurora's Sept. 23 release says it asked the ASC to require corrected disclosures and ensure shareholders receive the full mandatory 105-day deposit period after those corrections.
