Curaleaf looks to buy Aurora Cannabis, takes bid directly to shareholders

Aurora Cannabis Inc. says it will consider an offer from a U.S. cannabis company making a play to takeover the Edmonton-based firm.

Aurora announced it was forming a special committee to mull the unsolicited bid Tuesday, hours after Curaleaf Holdings Inc. revealed it was preparing a pitch to purchase all of its target’s shares.

If successful, the move would create a combined cannabis company with a footprint in 17 countries across Europe, North America and other international markets, Curaleaf said.

The Stamford, Conn.-based company, whose shares are traded on the Toronto Stock Exchange, said it is going public with its plan after multiple attempts to negotiate privately with Aurora’s leadership were unsuccessful.

It said Aurora’s board refused to engage in discussions after Curaleaf chief executive Boris Jordan sent a formal letter of intent on June 23 outlining the company’s proposal. Curaleaf said it sent a follow-up letter on July 7, but Aurora has been “unwilling to engage in constructive discussions” to date.

“We were very disappointed that the board refused to meaningfully engage,” Jordan said in a news release.

“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.”

Share this on X Click to share quote on X: "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."

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“Curaleaf remains ready to engage constructively with Aurora’s board to advance this value-maximizing transaction, and we are prepared to move quickly toward a definitive agreement.”

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Aurora confirmed it received letters from Curaleaf on June 23 and July 7, outlining proposals to acquire Aurora shares.

Only the July 7 letter included any proposed financial terms and that note did not outline the mix of cash and share consideration being proposed by Curaleaf, Aurora claimed.

The Canadian cannabis company also denied Curaleaf’s claim that it refused to engage with the offer.

Aurora said its lead independent director corresponded with Curaleaf’s CEO as recently as July 24, noting 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 will now form a special committee of independent directors to consider the proposal and whether it’s in the best interest of stakeholders.

It warns it can’t guarantee a deal will be reached and in the meantime, Aurora will continue to operate as usual.

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Curaleaf said its offer would provide Aurora shareholders with US$4.00 per share, plus US$0.75 cash for each share — a proposal Aurora is discouraging its shareholders from entertaining.

“Aurora shareholders do not need to take any action at this time,” the Edmonton-based company said in its response, adding it will not make any further public comment unless it determines “additional disclosure is in the best interests of shareholders or required by law.”

While Curaleaf’s interest in pursuing a bid is encouraging, the offer as it stands “undervalues the long-term potential of Aurora’s business,” said a note published Tuesday by TD Cowen analysts Derek Lessard and Ryan Neal.

“We believe that the proposed consideration does not fully capture Aurora’s long-term intrinsic value.”

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“We believe (Aurora’s) market leadership in medical cannabis, high-quality product portfolio, strong balance sheet, and proven ability to navigate complex international regulatory requirements position the company to create significantly greater value over time.”

Jordan said that merging the companies would “unlock value” by combining Curaleaf’s global distribution platform with Aurora’s leading international medical cannabis franchise and its cultivation and manufacturing capacity.

The companies generated more than US$1.5 billion in revenue combined over the last 12 months, a news release noted, and Curaleaf expects the proposed takeover to generate at least US$40 million of annual cost synergies.

“We believe this combination represents a win-win for Curaleaf and Aurora shareholders,” said Jordan.

“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.”

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