An anonymous director reports
CURALEAF FILES UPDATE TO OFFERING CIRCULAR
Curaleaf Holdings Inc. has filed a notice of variation, change and extension to increase its offer to acquire all of the issued and outstanding common shares of Aurora Cannabis Inc. for consideration consisting of subordinate voting shares of Curaleaf and cash. The filing of the notice of variation follows through on Curaleaf's announcement yesterday of its intent to make the enhanced offer.
Under the terms of the enhanced offer, Aurora shareholders would receive total implied consideration of $5 (U.S.) per Aurora share, composed of 0.4013 Curaleaf share plus $1 (U.S.) cash based on Curaleaf's U.S.-dollar-equivalent closing share price of $14.21 (Canadian) ($1 (Canadian) equals 70.15 U.S. cents) on Oct. 2, 2026. Based on Aurora's 30-day volume-weighted average price of $2.75 (U.S.) as of Aug. 10, 2026 (the day before Curaleaf announced its intention to make its initial offer, the enhanced offer represents a premium of 86 per cent to Aurora's unaffected share price. Excluding the value of the cash and cash equivalents that Aurora has on its balance sheet, including its subsequent equity issuances pursuant to its at-the-market program issued during its fiscal first quarter, the enhanced offer represents a premium of 217 per cent to the ex-cash unaffected share price.
The enhanced offer will also increase the offer's maximum consideration per Aurora share from $5 (U.S.) to $6 (U.S.). The cap price would represent a premium of 118 per cent to Aurora's unaffected share price and a 295-per-cent premium to the ex-cash unaffected share price.
In addition to making the enhanced offer, the notice of variation also addresses certain technical comments raised by Aurora to Curaleaf's initial offering circular of Aug. 18, 2026. Contrary to Aurora's assertions, Curaleaf does not agree with Aurora's technical comments, including the need to provide pro forma financial statements. Curaleaf has addressed these issues voluntarily, and not in response to any action by any regulator, to remove this distraction from the conversation. Rather than focusing on such technicalities, Aurora should engage with Curaleaf, which would enable Curaleaf and Aurora to provide a comprehensive and truly meaningful view of the potential of the combined business.
Curaleaf has filed the notice of variation with the applicable Canadian securities regulatory authorities and a new registration statement on Form F-80 with the U.S. Securities and Exchange Commission. Aurora shareholders and other interested parties can find additional information regarding Curaleaf's enhanced offer, including materials and instructions on how to tender their shares, at the Grow Curaleaf website, on SEDAR+ and on EDGAR.
Securityholders are urged to read the notice of variation and change as well as the offer to purchase and circular, the registration statements on Form F-80, the tender offer statement on Schedule 14D-1F, and all other relevant documents filed or to be filed with the SEC because they contain important information. Free copies are available at SEDAR+, the SEC website, or by contacting the information agent, Carson Proxy Advisors, at 1-800-530-5189 (toll-free), 416-751-2066 (local/text) or info@carsonproxy.com.
Notice to U.S. shareholders
The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that the subject company is located in a foreign country, and that some or all of its officers and directors are residents of a foreign country.
Investors should be aware that the bidder or its affiliates, directly or indirectly, may bid for or make purchases of the issuer's securities subject to the offer or of the issuer's related securities, of the bidder's securities to be distributed, or of the bidder's related securities, during the period of the tender offer, as permitted by applicable Canadian laws or provincial laws or regulations.
Curaleaf has filed with the SEC a registration statement on Form F-80 under the U.S. Securities Act of 1933 and a tender offer statement on Schedule 14D-1F under the U.S. Securities Exchange Act of 1934 and will promptly be filing amendments to both to reflect the enhanced offer. The offer is being conducted in accordance with Section 14(e) of the Exchange Act and Regulation 14E.
Aurora information
Information concerning Aurora herein is based solely on Aurora's publicly available filings and other public sources. Aurora has not reviewed this document. Neither Curaleaf nor its officers or directors assume responsibility for the accuracy or completeness of such information.
Additional information
The disposition of common shares and the acquisition of Curaleaf shares may have U.S. and Canadian tax consequences. Shareholders should consult their own tax advisers and review the tax disclosure contained in the offer to purchase and circular, which are available on SEDAR+ and on EDGAR.
About Curaleaf Holdings
Inc.
Curaleaf is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart and Anthem, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF.
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