Curaleaf Files Application to Halt Aurora's ATM Program
News related to:Curaleaf Holdings, Inc · 2 min read
Curaleaf Holdings, Inc. has filed an application with the Alberta Securities Commission (ASC) to halt Aurora Cannabis Inc.'s at-the-market (ATM) share issuance program. The move comes as Curaleaf seeks to protect Aurora shareholders from ongoing dilution and ensure a fair and equitable offer process.
According to Curaleaf, Aurora's ATM program has diluted Aurora shareholders by approximately 11% since its implementation and by about 5% since June 2026. These issuances have also increased the cost of Curaleaf's offer by more than US$11 million. Curaleaf argues that Aurora's use of the ATM program is an improper and abusive defensive tactic that undermines the integrity of the capital markets.
Boris Jordan, Chairman and CEO of Curaleaf, stated, "Every share Aurora sells below the offer price raises the same question: if management believes US$4.00 undervalues the company and the company has ample cash, why continue diluting its shareholders? These issuances erode shareholder ownership value, increase the cost of the offer, and make it harder for shareholders to decide their own future. They seem solely designed to protect management's position, at the expense of investors."
The application filed with the ASC seeks to remedy the abuse by Aurora's ATM program. Curaleaf is requesting that the ATM program be halted while its offer remains outstanding. The company believes that Aurora's use of the ATM program while shareholders are considering a premium offer is inconsistent with Aurora's stated positions of having an "industry-leading balance sheet," being "debt-free," and having approximately C$149 million in cash.
Curaleaf's offer to acquire all of the issued and outstanding shares of Aurora was first announced in August 2026. The company has been aware of Aurora's interest in pursuing a potential transaction since June 2026, yet Aurora continued issuing shares through the ATM program, including after Curaleaf publicly announced its intention to commence the offer.
The application sets forth that Aurora's use of the ATM program has caused serious and ongoing harm to Curaleaf, Aurora shareholders, and the integrity of Alberta's capital markets. Curaleaf believes that Aurora's use of the ATM program increases the total cost of its offer, makes it more difficult to reach offer acceptance thresholds, further dilutes existing Aurora shareholders, and risks depriving shareholders of the opportunity to consider and tender to Curaleaf's offer.
Curaleaf is focused on providing Aurora shareholders with a compelling opportunity to realize significant value while participating in the future upside of the world's leading cannabis company. Aurora shareholders are encouraged to read the offer documents carefully and in their entirety, as they are available on Curaleaf's website and on SEDAR+ (sedarplus.ca) and EDGAR (sec.gov).
The filing with the ASC is part of Curaleaf's efforts to protect Aurora shareholders from ongoing dilution and ensure a fair and equitable offer process. The company believes that Aurora's use of the ATM program while shareholders are considering a premium offer is inconsistent with Aurora's stated positions and is an improper and abusive defensive tactic.