Organigram Offers C$561 Million to Acquire Aurora at 21% Premium to Curaleaf Bid
Key Facts
Aurora Cannabis and Organigram announced an agreement on November 3 under which Organigram would acquire all outstanding Aurora shares, moving the contest with Curaleaf into the voting and approval stage. The agreement values Aurora at about C$561 million on a fully diluted equity value basis and sets the consideration at C$7.80 per share. That value represents a 93% premium to Aurora’s unaffected closing share price on August 10 and a 21% premium to the implied value of Curaleaf’s offer on November 2. Aurora’s board unanimously recommended that shareholders vote in favor of the Organigram agreement and unanimously rejected Curaleaf’s hostile offer. The boards of both companies also approved the agreement, and Aurora said its special committee and board concluded that the arrangement was in the company’s best interests and fair to its shareholders.
The agreement gives Aurora shareholders three forms of consideration for each share: C$7.80 in cash, 5.8626 Organigram shares, or a combination of C$3.75 in cash and 3.0431 company shares. Some of these options are subject to proration, according to Aurora’s disclosure, meaning the stated choice may not be fully available to every shareholder if requests for one form of consideration exceed the specified limits. After the transaction closes, Aurora shareholders are expected to own about 35% of the economic interest in Organigram and 42% of the voting rights. This structure places part of the transaction’s value in shares of the combined company, alongside a cash liquidity option. The share consideration also ties Aurora shareholders to Organigram’s performance after the arrangement closes, while the cash consideration is fixed per share under the agreement’s terms.
Curaleaf’s revised offer on October 6 included 0.4013 Curaleaf shares and US$1 in cash for each Aurora share, at an implied value of US$5 per share. Curaleaf said on November 3 that its improved offer remained open and that it would review the Organigram transaction. It said it believed its offer provided better value, a stronger combined company in the capital markets, greater certainty and speed of completion, and larger expected synergies. The company also criticized Aurora’s refusal to grant it direct access. Aurora, in turn, announced its recommendation to reject Curaleaf’s offer, saying the Organigram agreement was fair and in the company’s best interests. Curaleaf’s offer remains open until December 4, 2026, unless withdrawn or amended.
Curaleaf said German authorities approved on October 20 its proposed acquisition of 100% of the voting rights in three Aurora subsidiaries in Europe, Germany and production. It added that Canada’s Competition Bureau issued a no-action letter regarding its offer on November 2, and that Germany’s Federal Cartel Office confirmed on November 3 that the proposed transaction did not meet the conditions for prohibition under German competition law. Curaleaf Chief Executive Boris Jordan said the clearances open the way for Aurora shareholders to realize the value of the offer, and that the approvals support closing certainty and a faster path to completion. The proposed Organigram transaction, however, also remains subject to shareholder, court and regulatory approvals. Aurora’s special shareholder meetings to approve the arrangement are expected to take place in December 2026.
Organigram’s offer is based on synergies Aurora has identified at more than C$50 million, including cross-selling, procurement savings and distribution consolidation, lower general corporate expenses, and directing international demand to lower-cost production sites. Against the backdrop of the contest, Curaleaf reported revenue of US$352.7 million in the third quarter ended September 30, 2026, up 10.9% year over year and 3.6% from the second quarter. International revenue was US$59 million, while the company said record revenue grew 11% year over year, supported by 8% growth in domestic operations and 28% internationally. Curaleaf recorded a net loss attributable to the company from continuing operations of US$37.4 million in the same quarter, against adjusted EBITDA of US$77.6 million and a 22% margin. Aurora shares closed at US$4.99 and Curaleaf shares at US$8.39 on November 12, according to EL7 data. The two companies expect the Organigram transaction to close in January 2027, subject to shareholder, court and regulatory approvals.