Curaleaf Plans US$272 Million Hostile Bid for Aurora Cannabis

Curaleaf Holdings (TSX:CURA,OTCQX:CURLF) announced plans to launch an unsolicited US$272 million takeover bid directly to shareholders of Aurora Cannabis (TSX:ACB,NASDAQ:ACB), taking its buyout proposal public after the Canadian producer’s board repeatedly refused to negotiate.

The cannabis operator is proposing an implied consideration of US$4.00 per share, with a cap of US$5.00 per share. Under the proposed terms, Aurora shareholders would receive 0.3463 Curaleaf subordinate voting shares plus US$0.75 in cash for each share held.

According to the release, the offer represents a 45 percent premium over Aurora’s 30 day volume-weighted average price of US$2.75. Excluding the cash and cash equivalents currently on Aurora’s balance sheet, the implied premium climbs to 110 percent.

The Canadian cannabis company’s share price had traded around the US$3.50 mark for much of the year, before pulling back in mid-June.

Connecticut-based Curaleaf disclosed its intentions following months of alleged unsuccessful private outreach to Aurora leadership. Curaleaf Chair and CEO Boris Jordan sent a formal letter of intent to Aurora CEO Miguel Martin on June 23 requesting reciprocal due diligence under a mutual non-disclosure agreement.

After Aurora declined to negotiate, Curaleaf submitted a follow-up letter on July 7, which it said yielded no constructive discussions.

“We approached Aurora privately and constructively on multiple occasion,” Jordan said. “We were very disappointed that the Board refused to meaningfully engage. We will now take our proposal directly to Aurora shareholders because the premium is significant, the strategic rationale is compelling, and further delay is unjustified.”

However, Aurora fiercely contests this narrative in its response to the Curaleaf press release.

The company confirmed receipt of the letters but noted that only the July 7 correspondence included proposed financial terms, but still lacked specific details on the cash-and-share mix. As for the price, Aurora noted the US$5.00 cap on the offer is lower than its share price as recently as December.

Furthermore, Aurora stated that its lead independent director corresponded with Curaleaf’s CEO as recently as July 24, informing them that “Aurora was focused on continuing to execute on its business plan over the short to medium term, and did not discourage an ongoing dialogue between the parties going forward.”

Aurora added that its board is carefully reviewing the proposal against other strategic alternatives.

“The Board intends to form a special committee of independent directors to consider the Proposal, with a view to determining the course of action that is in the best interests of the company and all stakeholders,” Aurora stated.

If completed, the transaction would create a massive global operator spanning 17 countries, boasting a pro forma market capitalization approaching US$3 billion.

The acquisition would also give Curaleaf immediate access to Aurora’s 50 metric tons of…