October 6, 2026

Curaleaf vs. Aurora Heads to Alberta Securities Commission

Both sides of the Curaleaf-Aurora takeover fight have now asked the Alberta Securities Commission to intervene. Curaleaf filed first, on September 14, asking the commission to stop Aurora from selling stock under its at-the-market program while the bid is open. Aurora answered on September 23 with an application of its own saying the bid itself breaks Canadian securities rules. As of October 5, neither company has disclosed a hearing date or a ruling.

Meanwhile Curaleaf's board approved a new pay package for chairman and CEO Boris Jordan on September 28, including a one-time stock grant worth $15.4 million. The bid expires December 1, unless the Alberta Securities Commission resets the clock.

What Aurora asked the commission to order

Aurora's application makes three complaints about how Curaleaf launched the offer:

  • Curaleaf did not provide pro forma financial statements for the combined company.
  • The offer does not stay open for the 105-day minimum deposit period Canadian takeover rules require.
  • Curaleaf did not publish a French-language notice of the bid in a Quebec publication.

Aurora wants the commission to make Curaleaf deliver the pro formas and publish the notice. It also wants shareholders to get a full 105-day deposit period that starts only after those fixes are made. "These are not technicalities. They are shareholder protection requirements, and they matter," Aurora CEO Miguel Martin said.

Aurora first raised the deposit-period and Quebec-notice objections in early September, and we covered them in our September 14 post on the dilution fight. The formal application is new, and so is the pro forma complaint. If the commission agrees on the 105-day point, the December 1 deadline would likely move into 2027. That is our reading of Aurora's request, not anything the commission has said.

Curaleaf's complaint is still pending

Curaleaf's September 14 application argued that Aurora's share sales had diluted holders by about 11% since the program launched in February. "Every Share Aurora sells below the Offer price raises the same question," Jordan said in Curaleaf's release: if management thinks US$4.00 is too low, why keep selling stock below it?

Aurora's answer was that the program predates the bid by six months and had been idle for weeks. Its board still unanimously recommends that shareholders not tender. Two days after Curaleaf filed, Aurora put out a business update announcing a deal to buy Safari Flower Company for more EU-GMP production capacity. It also repeated its C$149 million in cash and no debt as of June 30 and said the ATM "will only be used when the Board determines it is in the best interest of the Company to do so."

Neither company has disclosed how many Aurora shares have been tendered.

The $15.4 million grant

Curaleaf disclosed Jordan's new package in an 8-K filed October 5. The compensation committee and board approved three changes on September 28 "to support Curaleaf's performance and strategic objectives":

  • His 2027 short-term incentive target rises from 125% to 200% of base salary.
  • A discretionary $1 million bonus "for the achievement of certain strategic targets," to be decided in March 2028.
  • A one-time grant of 1,344,275 time-based restricted stock units, valued at $15,448,435 on the grant date, which vest in full on January 5, 2028.

The filing does not connect the grant or the strategic targets to Aurora, and we are not suggesting it does. The timing is the notable part. The board approved the package in the middle of a contested bid, and the grant doesn't vest until January 2028.

The dates that matter

  • November 3: Curaleaf reports third-quarter results after the close. It will be the first earnings call since the bid launched.
  • December 1: The offer expires at 5:00 p.m. Mountain Time unless it is extended, changed, or withdrawn.
  • Unscheduled: A hearing or ruling on either application. A ruling on the deposit period could push the deadline back. A ruling on the ATM program would decide whether Aurora can keep raising cash while the bid is open.

What this means if you sell to Curaleaf stores

For U.S. vendors, the takeover is mostly a question of where Curaleaf's attention and capital go. The bid is mostly stock, with US$0.75 a share in cash, so it is not a large cash drain. But a contested deal in front of a regulator, with a deadline that could slip into 2027, keeps senior management focused on Canada for longer than the original December 1 date suggested.

The November 3 earnings call is the next chance to hear how Curaleaf is spending on its U.S. stores while this plays out. In the meantime, the independent dispensaries competing with Curaleaf in its markets have no takeover to manage.

FAQ

Has the Alberta Securities Commission ruled on Curaleaf's bid for Aurora? Not as of October 5, 2026. Curaleaf filed an application on September 14 and Aurora filed one on September 23. Neither company has disclosed a hearing date.

When does Curaleaf's offer for Aurora expire? December 1, 2026, at 5:00 p.m. Mountain Time, unless it is extended, varied, or withdrawn. Aurora has asked the commission to require a new 105-day deposit period.

What is Curaleaf offering for Aurora? 0.3463 of a Curaleaf subordinate voting share plus US$0.75 in cash per Aurora share, valued at about US$4.00 when the bid launched in August.


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