Curaleaf Holdings files Aurora bid variation with Canadian regulators
An Oct. 6 SEC amendment identifies a SEDAR+ notice changing the bid's consideration and expiry after Curaleaf announced new cash and share terms.
Theo Marchetti
Canada's SEDAR+ system received a notice of variation, change and extension on Tuesday, Oct. 6, changing the consideration and expiry time of a cannabis takeover bid. Curaleaf Holdings, Inc. TSECURA OTCMKTSCURLF filed it for its offer to acquire Aurora Cannabis Inc. TSEACB NASDAQACB after announcing US$1 cash and 0.4013 Curaleaf share for each Aurora share on Oct. 5.
The Oct. 6 U.S. Securities and Exchange Commission amendment identifies the notice as Exhibit 1.4 and says it was filed on SEDAR+. It is Amendment No. 2 to Curaleaf's tender offer statement for a bid first sent to holders on Aug. 18. The filing makes the revised offer document public; it is a bidder's submission rather than a regulatory decision.
Curaleaf's Oct. 5 release calculated an implied US$5 per Aurora share from the revised cash and stock terms. The TSECURA quote recorded C$14.21 at 4 p.m. EDT on Oct. 2, the close Curaleaf used in that calculation. That close preceded both the proposed variation and Tuesday's filing, so it does not show how shares reacted to either development.
Aurora Awaits a Formal Review
Aurora's Oct. 5 response said its special committee would review the formal materials and then advise its board. It told shareholders to take no action until the board communicates a recommendation. The response was issued before the notice appeared in the SEC record.
"Today's announcement by Curaleaf is not a formal revised bid, and Aurora has not yet received the materials required to conduct a full and proper evaluation," Aurora executive chairman and chief executive Miguel Martin said in the Oct. 5 release.
Aurora's Oct. 6 amendment to its recommendation statement furnishes that Oct. 5 release as an exhibit. The amendment itself adds no recommendation on the newly filed variation or date for a board decision.
Read more: Aurora Cannabis says Curaleaf has yet to file US$5 bid variation
Curaleaf said in an Oct. 6 post that it voluntarily addressed the technical issues Aurora raised and that no regulatory agency required those changes. The company said in its Oct. 5 release that the planned notice would include pro forma financial statements that Aurora said should be provided, while maintaining that it did not believe they were required.
Tender Deadline Moves to Dec. 4
Curaleaf's Oct. 5 release put the existing offer's expiry at 5 p.m. Mountain time on Dec. 1. It said the varied offer would expire at 11:59 p.m. Mountain time on Dec. 4. The Oct. 6 SEC amendment confirms an extension, though its cover text leaves the precise new time to the attached notice.
The offer remains a mix of cash and Curaleaf stock, so the value of the stock portion changes with Curaleaf's share price. The cash component stays fixed under the terms Curaleaf announced on Oct. 5.
Curaleaf's announced Dec. 4 expiry is the next dated point for Aurora holders to decide whether to tender. The Oct. 6 Aurora amendment gives no date for its board's recommendation.
