Aurora’s board recommended again last week that shareholders reject our enhanced offer. We think shareholders deserve the full picture, so here’s the short version of today’s release:

• Aurora has shut us out. Curaleaf is the only bidder with a binding offer for Aurora, yet Aurora has refused us access to due diligence while sharing confidential information with other unnamed parties. Seaport Research Partners also questioned why Aurora would do that if its goal is maximizing shareholder value.
• The premium is substantial. The enhanced offer is an 86% premium to Aurora’s unaffected 30-day VWAP, and 217% on an ex-cash basis. That’s among the highest takeover premiums in Canada in the past decade.
• Aurora’s own share sales tell the story. Aurora issued shares through its ATM program as low as $2.60 in July. Our offer is roughly $5.00, a 92% premium to that level.
• Aurora gets the richer multiple. The deal values Aurora at 14.3x 2026 Adjusted EBITDA, higher than Curaleaf’s own 13.7x. Aurora’s own financial adviser concluded that Curaleaf’s trading price is a reasonable proxy for its value.
• The fundamentals support acting now. Aurora’s Adjusted EBITDA fell 63% over its last two quarters compared with the two before. ATB Capital Markets called the revised bid favorable for Aurora shareholders and above Aurora’s standalone fair value.
• Our conditions are market standard. Any concerns about terms can be resolved the usual way: by negotiating with us. Aurora hasn’t engaged on terms at any point.
• Fairness opinion independence. Aurora’s adviser, Fort Capital, discloses that its fees may depend on Aurora pursuing an alternative deal or no deal at all. No second, independent fairness opinion has been obtained.

Our position is simple: we’re ready to begin a constructive diligence process immediately. More details on the offer are at grow.curaleaf.com

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On the Dales Report.

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The ATF recently decided they will not enforce any rules related to SBRs, SBSs and suppressors.

This matters to us because is sets a precedent for post S3. It’s not exact, but it sets up a court battle to fully decriminalize MJ.

Here’s my take, and it may be a stretch - I’ll admit and accept that up front: say the process continues as planned and whatever the remaining non-medical MJ gets moved to S3. What does that even mean? The real answer, as exhibited in this sub is “no one knows for sure”. Is it adult use? But that’s not a medicinal purpose, so does it still need a prescription? Who knows.

Anyways, the admin’s reasoning to stop all enforcement from the ATF is that there needed to be a “national standard”. Sound familiar?

From this, I see a new precedent of “if new laws create ambiguity, deregulate”.

Here’s hoping that means they get s3 done, cause confusion, and respond by fully decriminalizing, or at a minimum, the court steps in and does it.