Curaleaf has taken its offer for Aurora Cannabis straight to Aurora's shareholders, and the two companies' own filings disagree about whether Aurora ever refused to talk

Curaleaf went past Aurora's board on Tuesday morning and put its offer to Aurora's shareholders.

The company filed a Form 8-K at 9:16 Eastern under Item 8.01, attaching the release that formally commences a take-over bid for all of the issued and outstanding common shares of Aurora Cannabis. Each Aurora share would fetch 0.3463 of a Curaleaf subordinate voting share plus US$0.75 in cash, which Curaleaf puts at a total implied US$4.00 based on its own closing price of US$9.39 on August 10, the day before it said it intended to bid.

The terms

Curaleaf measures the premium against Aurora's 30-day volume weighted average price of US$2.75 as at August 10, which the document calls the unaffected price. On that basis the offer is a 45 percent premium. Strip out the US$109m of cash on Aurora's balance sheet, which Curaleaf counts at US$1.62 a share, and the same calculation gives 110 percent.

There is a ceiling. The offer is capped at US$5.00 a share, and if the 20-day volume weighted average price of Curaleaf stock on the calculation date runs above C$17.05, the share component shrinks so the total stays at the cap. The bid expires at 5 p.m. Mountain time on December 1 unless extended, varied or withdrawn, and it carries no financing condition and no due diligence condition.

Curaleaf says it has identified a path to at least US$40m of annual cost synergies, and puts the pro forma market capitalisation of the combined company above US$3.0bn.

The dispute over the correspondence

Curaleaf's release says the offer follows multiple attempts to engage privately and in good faith, that Aurora repeatedly declined any meaningful discussion, and that the proposal was therefore built without due diligence and on public information alone.

Aurora's own filing says otherwise. In a statement dated August 11 and filed with the SEC on a Form 6-K, Aurora confirmed receiving letters from Curaleaf dated June 23 and July 7, said only the July letter carried financial terms and that it gave no detail on the mix of cash and shares, and then met the point head on: contrary to the assertion that Aurora refused to engage, its lead independent director corresponded with Curaleaf's chief executive as recently as July 24, and did not discourage further dialogue.

Aurora also noted that the US$5.00 cap sits below where its shares traded as recently as December 18, 2025.

What happens next

Aurora said its board intends to form a special committee of independent directors, that no decision has been made, and that shareholders need take no action. It also said it does not intend to comment publicly again unless additional disclosure is in shareholders' interests or required by law.

That statement answers the announcement of an intention to bid, not the bid itself. Aurora has filed nothing with the SEC since August 13, and had not responded to Tuesday's formal offer when this was published.