Curaleaf Holdings sent a letter directly to Aurora Cannabis shareholders this week urging them to tender into its $1.1 billion all-stock acquisition offer, escalating what began as a friendly overture into a boardroom confrontation. Aurora's board declined to engage. Curaleaf went around them.
The move marks the first meaningful test of cross-border cannabis M&A mechanics since the DEA's August 2024 notice of proposed Schedule III reclassification. Curaleaf controls 156 dispensaries across 19 U.S. states and generates roughly $1.3 billion in trailing-twelve-month revenue. Aurora, despite its $850 million market capitalization, operates primarily in Canada and Germany with shrinking domestic market share. The deal would hand Curaleaf immediate European distribution and intellectual property around medical formulations, assets the multi-state operators cannot yet build organically under federal prohibition. Aurora shareholders receive Curaleaf stock at a 22% premium to the 30-day volume-weighted average price before the offer leaked in early April.
The direct shareholder appeal signals two things allocators should note. First, Curaleaf believes Aurora's board is undervaluing optionality in a Schedule III environment where U.S. operators can deduct business expenses and access traditional debt markets for the first time. Second, the company is willing to risk a protracted tender fight rather than raise its bid, suggesting internal conviction that Aurora's European footprint is worth exactly this price and no higher. If 15% or more of Aurora's float tenders by the May 16 deadline, Curaleaf can force a special meeting under Canadian takeover rules and pressure the board into a formal sale process. If the tender falls short, Curaleaf walks with its balance sheet intact and Aurora trades back toward its pre-offer price near $4.20 per share.
Operators should watch three near-term catalysts. The DEA's final Schedule III rule is expected between now and July 2025, which would clarify tax treatment for U.S. operators acquiring foreign entities. Aurora reports Q4 fiscal 2025 earnings on May 8, and any guidance cut accelerates shareholder pressure to sell. The Ontario Securities Commission has until May 23 to rule on Aurora's poison pill defense, which currently blocks any shareholder from accumulating more than 20% without board approval. That pill expires automatically if the tender succeeds, but a negative OSC ruling before then kills the hostile path and forces Curaleaf into negotiated terms or retreat.
Curaleaf's last comparable acquisition was Grassroots in 2020 for $875 million, which added Illinois and Pennsylvania cultivation at 18% EBITDA margins. Aurora's European medical business runs closer to 9%, but the regulatory optionality is the bet.