Competition approvals clear hurdle for Curaleaf’s hostile Aurora bid
Key Facts
Curaleaf said on November 10 that its offer to acquire Aurora Cannabis had received all approvals required under competition laws in Germany and Canada, removing a regulatory hurdle from the deal’s path. Germany’s Federal Ministry for Economic Affairs and Energy had approved Curaleaf’s acquisition of 100% of the voting rights in three Aurora subsidiaries in Germany on October 20. Canada’s Competition Bureau then issued a no-action letter on November 2 after completing its review, saying it did not intend at that time to seek an order under Section 92 of the Competition Act. On November 3, Germany’s Federal Cartel Office confirmed that the transaction did not meet the conditions for prohibition under German law and could proceed. Competition approvals remain separate from the offer’s other conditions, so they do not by themselves mean the acquisition is complete.
The German approval covers Aurora Europe GmbH, Aurora Deutschland GmbH and Aurora Produktions GmbH, the three companies targeted by the deal in Germany. Curaleaf said the ministry approved the transfer of all voting rights in them, or 100%, on October 20. In Canada, the no-action letter closed the Competition Bureau’s review without the agency announcing an intention at that time to seek an order under Section 92. The bureau framed its position as having no intention to pursue that course at that time, while Curaleaf later announced that the required competition conditions had been met. The offer has therefore cleared two competition reviews on both sides of the Atlantic, while its outcome remains tied to the shareholder process and its other conditions.
Curaleaf’s offer is hostile and directed straight to Aurora shareholders, and Aurora’s board has unanimously recommended that they reject it and not tender their shares. The unanimous recommendation was also based on advice from a special committee composed of independent directors. The board said the offer does not reflect the company’s value, while the special committee continues to assess strategic alternatives. That position puts shareholders’ decision at the center of the deal’s next phase, despite the removal of the competition hurdle. The approvals also do not change Aurora’s board recommendation or turn the offer into an agreement accepted by the company.
Under the amended offer, Curaleaf is offering $1.00 in cash and 0.4013 of a Curaleaf share for each Aurora share, subject to a maximum value of $6.00 per Aurora share. Curaleaf said the amended offer implies a value of about $5.00 per share, representing an 86% premium to the unaffected volume-weighted average price, which it put at about $2.75 before the offer. Those comparisons and estimates come from Curaleaf, while the cash-and-stock consideration is subject to a value cap. In presenting its business rationale, the company said combining operations would bring together a business operating in 17 countries, with trailing 12-month revenue of more than $1.5 billion and adjusted EBITDA of about $350 million. It added that it expects annual savings of at least $40 million; these are estimates and projections provided by the company as part of its offer.
Curaleaf’s bid faces competition from an agreement Aurora and Organigram announced on November 3 to acquire Aurora for C$7.80 per share. The companies valued the deal at about C$561 million on a fully diluted equity basis and said the consideration represented a 21% premium to the implied value of Curaleaf’s offer on November 2. Curaleaf said the same day that its amended offer remained open and that it would assess the alternative announced by Aurora and Organigram. Aurora shareholders now have two announced paths: Curaleaf’s hostile offer and the alternative agreement with Organigram, while Aurora’s board continues to reject Curaleaf’s bid.
Aurora said Curaleaf’s offer remains open until December 4, 2026, and shareholders do not need to take immediate action while alternatives are assessed. Curaleaf, for its part, extended the offer’s expiry date to the same date under the terms of its amended offer. Aurora expects the Organigram agreement to close in January 2027, subject to shareholder, court and regulatory approvals and customary closing conditions. Aurora cautioned that there is no assurance the agreement will be completed on the announced terms or at all. In the latest trading session cited in the data, on November 9, Curaleaf closed at $8.99 and Aurora at $5.16.