Alberta Securities Commission Rejects Curaleaf Request to Halt Aurora’s At-the-Market Share Program
Key Facts
The Alberta Securities Commission rejected Curaleaf’s application to halt Aurora Cannabis’s at-the-market share issuance program, ruling in favor of the program, according to an announcement Aurora published via PR Newswire. Curaleaf’s application sought to stop share issuances while its takeover offer remained outstanding. As a result, the company did not obtain the order it had requested concerning the program during the offer period. The decision links Aurora’s financing mechanism to the dispute over Curaleaf’s proposed takeover. The rejection of this application alone does not resolve the other legal disputes between the companies.
Curaleaf filed its application with the commission on September 14, 2026, according to its announcement via Nasdaq. It said issuances under the program had diluted Aurora shareholders’ stakes by about 11% since the program began. It estimated dilution at about 5% since June 2026, as of the application date. It added that the issuances had increased the cost of its offer by more than US$11 million. These figures represent Curaleaf’s arguments in its application, not independent findings by the commission in the published announcement of the decision.
Aurora said its program was announced in February 2026, more than six months before Curaleaf launched its hostile takeover offer. This timeline places the program in a context separate from the offer Curaleaf later made, as Aurora presented it in its filing with the U.S. Securities and Exchange Commission. In a parallel dispute over the offer, Aurora said an earlier application it filed with the Alberta commission targeted deficiencies in the offer documents. Those concerns included, according to the company, the failure to provide pro forma financial statements for the combined entity. It also said the offer was not left open for the minimum deposit period required under securities laws.
The dispute unfolded as Curaleaf sought to acquire Aurora, while Curaleaf said its improved offer increased the total implied consideration 25% to US$5 per share. The company said that represented a premium of 86% to Aurora’s unaffected share price. The consideration comprises 0.4013 Curaleaf shares plus US$1 in cash for each Aurora share, according to Aurora’s filing. Aurora said its board and special committee received an updated opinion from a financial adviser concluding that the revised consideration was financially inadequate for shareholders. Aurora’s board unanimously recommended rejecting the revised offer, according to the company’s filing with the U.S. commission.
In an update issued on October 5, Aurora said Curaleaf had not yet filed the required notice of variation to revise its offer. It added that its shareholders would have until at least December 4, 2026, to consider their options. The company said in its filing at the time that the special committee would review any formal revised offer upon receipt, before the board issued its recommendation. In a later filing, Aurora said the committee was considering alternatives that could deliver greater value to shareholders. The alternatives it cited include a potential transaction with a third party or continuing as an independent company.
In trading, Aurora shares, listed under the ticker ACB, closed at 3.88 on October 23, 2026, compared with a close of 3.97 in the previous session. Curaleaf shares, listed under the ticker CURLF, closed at 7.88 on the same date, after 8.12 on October 22. The EL7 data provided does not specify the currency for either closing price. The prices provide a snapshot of both shares before Aurora announced the commission’s decision, without by themselves establishing a market response to the decision. The date Aurora cited for its shareholders to consider their options regarding the offer remains at least December 4, 2026.