Curaleaf Holding’s months-long hostile takeover bid for Aurora Cannabis has been blown out of the water by Organigram Global, which has now tabled a significantly higher bid.
Yesterday (November 03), Canada’s Organigram tabled an offer for Aurora of C$7.80 per share, equating to roughly C$561m.
It marks the first time that Organigram has publicly acknowledged an interest in Aurora since reports emerged last month that the pair were in parallel talks, and Aurora’s board has unanimously recommended that shareholders accept its bid.
Their recommendation will come as little surprise to shareholders, who have been buffeted by repeated and increasingly acrimonious statements from both Aurora’s and Curaleaf’s management teams since the latter first announced plans to launch a hostile takeover in August.
Curaleaf has already raised its initial bid by 25% to US$5 per share and has assured stakeholders that this offer will remain open until December 04. However, with Organigram’s offer representing a 21% premium on Curaleaf’s bid price, backed by a £100m (C$187.5m) contribution from tobacco giant British American Tobacco (BAT), Curaleaf’s chance of winning over shareholders seems increasingly unlikely.
Inside Organigram’s offer
A joint statement from Aurora and Organigram frames the transaction as a certainty, an ‘arrangement agreement’ now signed by the pair, despite being strongly recommended by Aurora, is little more than a proposal until its shareholders vote it through.
According to the statement, ‘details of the transaction’ and required shareholder votes will be sent to the companies’ respective shareholders in ‘due course’. Neither company has scheduled a specific date for the voting to take place yet, but both are expected in December 2026.
Beyond shareholder approvals, the transaction will ‘be subject to regulatory approvals, as well as the approval of the Supreme Court of British Columbia’, and foreign direct investment clearance from Germany’s Federal Ministry for Economic Affairs and Energy. The pair expected it to be ‘completed in January 2027’.
Under the terms of the arrangement agreement, Aurora shareholders can choose how they take the C$7.80 per share consideration. They can elect to receive the full amount in cash, 5.8626 Organigram common shares, or a combined package of C$3.75 cash plus 3.0431 Organigram shares.
The cash portion of the deal, worth up to C$253.6m, is funded by Organigram’s existing cash on hand, the C$187.5m BAT private placement, and a new C$210m senior secured credit facility from ATB Financial.
Big tobacco’s big move
BAT, which currently owns a 30% stake in Organigram, has committed to subscribing for 141.0m Organigram common shares at C$1.33 each, for gross proceeds of C$187.5m, earmarked specifically to fund the cash component of the deal.
Should the deal complete, BAT would own a 42% stake in the newly combined entity, but its voting rights will remain capped at 30%.
As such, the tobacco giant would own nearly half of what is set to be one of the world’s largest cannabis companies.
The combined business would become the largest publicly traded Canadian cannabis company by revenue and the clearest leader in the nationally regulated markets outside the US, though combined last-twelve-month revenue of C$623m sits well below Curaleaf’s roughly US$1.4bn, the current global revenue leader.
BAT has also signed an irrevocable voting agreement committing it to vote in favour of the transaction and against any competing proposal. The agreement is not terminable until six months after any termination of the arrangement agreement itself, a lock-in designed to deter a counter-bid.
On a pro forma basis, Aurora shareholders will emerge with approximately 35% economic ownership and 42% voting ownership of the combined company on a fully diluted basis.
Other Organigram shareholders hold 24% economic and 28% voting. According to Organigram’s November 03 transaction presentation, the combined business will carry last-twelve-month revenue of C$623m, gross profit of C$254m and adjusted EBITDA of C$80m.
The companies expect to save more than C$50m a year through bulk purchasing, merged distribution, lower head-office costs and shifting production to the cheapest qualified facility.
The European footprint
As we discussed when first reporting Curaleaf’s interest in Aurora, the real prize is control of its European footprint.
With Organigram and Aurora combining their operations, the new entity would operate five EU-GMP certified production and distribution facilities across Canada and Germany, carrying roughly 75 metric tonnes of EU-GMP certified production capacity and around 170 metric tonnes of total flower capacity across 14 sites.
Aurora’s Leuna facility in Saxony-Anhalt, recently renamed Aurora Horizon after a capacity expansion, sits alongside Organigram’s recently integrated Sanity Group, which brings a multi-brand German medical and consumer platform including Vayamed, VAAY and Grashaus Projects.
The combined business would claim leadership positions in Germany, Canada, Poland, Australia and New Zealand, with further presence or planned expansion into the UK, France, Ukraine, Czechia, Sweden, Switzerland, Malta, Barbados and the Cayman Islands. Organigram’s transaction presentation describes the combined EU-GMP footprint as ‘expensive and time-consuming for competitors to replicate’.
Organigram’s CEO James Yamanaka said the deal would bring together ‘Aurora’s established global medical cannabis platform with our Canadian operations and growing international footprint’ to create ‘a larger, stronger, and more diversified company’.
Miguel Martin, Executive Chairman and Chief Executive Officer of Aurora, said the combination would accelerate Aurora’s ‘international growth strategy by strengthening commercial execution, expanding our product and R&D capabilities, and extending our global operating network’.
Prohibition Partners valued the German medical cannabis market at €1.15bn in 2025 and expects European medical cannabis sales to more than double by 2028 in the European Cannabis Report.
