Curaleaf Holdings plans Aurora bid variation implying US$5 a share

In Canada, a bidder said on Oct. 5 it would file a notice to vary a cannabis takeover offer, including a proposed extension of the tender period. Curaleaf Holdings, Inc. TSECURA OTCMKTSCURLF said the planned variation for Aurora Cannabis Inc. TSEACB NASDAQACB would imply US$5 per share, 25 per cent above the original US$4. The proposed variation would also lift maximum consideration to US$6 from US$5 per Aurora share.

At 4 p.m. EDT on Oct. 2, before the announcement, Curaleaf shares TSECURA closed at C$14.21 in Toronto, while Aurora shares NASDAQACB closed at US$3.92 on Nasdaq. The proposed changes were announced after both closes.

Curaleaf's Oct. 5 release describes proposed consideration of US$1 cash and 0.4013 of its subordinate voting shares for each Aurora share. The cash portion would rise 33 per cent, and the share component would also increase. At the Oct. 2 valuation, cash would account for about one-fifth of the package.

Curaleaf says the offer currently expires Dec. 1. The planned Notice of Variation and Change would extend that date to Dec. 4, giving shareholders three more calendar days if the notice is filed as announced.

Planned Notice Would Lift Cash to US$1

Curaleaf describes US$5 as implied consideration because the formula includes stock. The Oct. 5 release ties that value to Curaleaf's Oct. 2 closing price; the cash and share amounts are the quantities the company proposes to deliver. The proposed stock component would leave Aurora holders exposed to changes in Curaleaf's share price during the offer period, subject to the stated cap.

Curaleaf estimates a combined group would operate across 17 countries and produce at least US$40 million in annual cost savings, according to its Oct. 5 announcement. The bidder also projects more than US$1.5 billion in last-twelve-month revenue and nearly US$350 million in adjusted EBITDA for the proposed group. Its investor page says Curaleaf operated 164 dispensaries across 15 U.S. states as of the first quarter of 2026. That page also listed 15 cultivation sites and an international presence in 16 countries.

Read more: Curaleaf Holdings' QMID enters Australia's Class IIb medical device register

Notice Would Extend the Bid to Dec. 4

Curaleaf said it would file a Notice of Variation and Change with the relevant Canadian securities regulators and a new Form F-80 with the U.S. Securities and Exchange Commission. It also plans to include pro forma financial statements in the varied offer materials. The issuer described the variation as a filing to come, with no calendar day given for submission.

"The Notice of Variation and Change is expected to be filed promptly," Curaleaf said in its Oct. 5 release.

The current tender period expires Dec. 1, and Curaleaf's planned variation would move that deadline to Dec. 4 if filed as announced.