Organigram moves to buy Aurora for C$561M as Curaleaf keeps its hostile bid alive

Organigram Global has agreed to buy Aurora Cannabis for C$7.80 a share, a deal the two companies value at about C$561 million on a fully diluted basis. Both boards approved it unanimously on 3 November, and Aurora's board told shareholders to reject the hostile bid Curaleaf has been running since August.

Curaleaf answered the same evening: its amended offer stays open, and it says it is still the better deal. Aurora shareholders now face two competing paths, with the friendly route needing votes, a court order and German regulatory clearance before a targeted January 2027 close.

The terms

Aurora holders can choose C$7.80 in cash, 5.8626 Organigram shares, or a mix of C$3.75 in cash plus 3.0431 shares for each Aurora share. Elections are prorated against caps of roughly C$253.6 million in total cash and about 205.8 million new Organigram shares. All three options are pegged to Organigram's 20-day volume-weighted price of about C$1.33.

The companies put the price at a 93% premium to Aurora's close on 10 August, the last full trading day before Curaleaf went public, and 21% above the value of Curaleaf's amended bid. Aurora investors would end up with about 35% of the combined company's economic ownership and 42% of the votes.

British American Tobacco, Organigram's strategic shareholder, is the financing anchor. BAT will buy 141 million Organigram shares at C$1.33 at closing, about C$187.5 million, to fund the cash portion and costs, and ATB has committed credit facilities of up to C$210 million. BAT's stake would fall from about 49% to about 42% after the deal, its voting rights stay capped at 30%, and it has signed an irrevocable agreement to vote for the transaction. The companies identify more than C$50 million in synergies.

How Curaleaf got here

Curaleaf announced its intention to bid on 11 August and took the offer directly to Aurora shareholders a week later, after Aurora declined to negotiate. The original terms, 0.3463 of a Curaleaf subordinate voting share plus US$0.75 in cash, valued Aurora at about US$4 a share, which Curaleaf pitched as a 45% premium. It said the offer carried no financing or due diligence conditions, and projected at least US$40 million in annual cost savings. Chief executive Boris Jordan pointed to falling Canadian medical reimbursement, the end of German reimbursement and about C$4.65 billion in Aurora impairments since fiscal 2020.

Aurora's board urged holders to take no action, then rejected the offer outright, arguing it was below where the stock traded as recently as December 2025 and was aimed at buying its EU-GMP plants and medical platforms cheaply. On 6 October Curaleaf raised its terms to 0.4013 shares plus US$1 in cash, worth about US$5 a share based on its 2 October close. The board rejected that too.

The prize: Europe's medical supply

Both suitors want the same thing. Aurora runs medical cannabis businesses in Canada, Europe, Australia and New Zealand, with GMP-certified manufacturing in Canada and Germany and brands including MedReleaf, Pedanios and San Raf. Organigram brings Canadian recreational brands and, through its purchase of Germany's Sanity Group, a foothold in German medical cannabis. Together they would operate five EU-GMP certified production and distribution facilities.

Curaleaf has its own case on international scale. Its third-quarter international revenue rose almost 28% to US$58.7 million, part of record total revenue of US$352.7 million.

Whoever wins Aurora buys certified European medical capacity that would take years to build from scratch.

The fight over the board

Curaleaf's response to the Organigram deal was pointed. It accused Aurora's directors of a gross dereliction of their fiduciary duties for opening due diligence to Organigram, which it called smaller, less liquid and underperforming, while refusing to engage with Curaleaf. It also described BAT's cannabis investment record as disappointing, and said the refusal to talk is what prevents it from improving its bid.

Curaleaf asked for details the announcement left out: any break fee, the post-deal management team and board, BAT's investor rights, and whether the deal adds to or dilutes earnings. Those points remain undisclosed. Aurora, for its part, plans to file a second notice of change reaffirming its recommendation and has told holders who already tendered to Curaleaf that they can withdraw.

Votes and approvals

The deal is a court-approved plan of arrangement under British Columbia law. Aurora needs two-thirds of votes cast at a special meeting, plus a majority of votes excluding interested parties under Canadian minority-protection rules. Organigram needs a simple majority of votes cast excluding BAT, covering the share issuance and the private placement. Both meetings are expected in December. The deal also needs a final order from the Supreme Court of British Columbia, TSX approval and German foreign direct investment clearance.

Markets took the news as a sign of a bidding contest. Aurora shares rose more than 20% in intraday trading on 3 November to their highest since December 2025, Curaleaf rose about 13%, and Organigram slipped about 1%, according to Stocktwits.

What to watch

Curaleaf's bid must stay open until at least 1 December. Watch whether Curaleaf raises again or lets the offer lapse, whether Organigram discloses a break fee and leadership plan, and when the joint circular sets the December meeting dates. German clearance is the main regulatory step before a January close.