Curaleaf Holdings, Inc., an international provider of consumer and medical cannabis products, today issued the following statement in response to the Alberta Securities Commission's ruling regarding Aurora Cannabis Inc.'s (Aurora) at-the-market (ATM) program.
"Aurora would like shareholders to believe the ASC's ruling changes the fundamental debate. It does not," said Boris Jordan, Chairman of the Board and Chief Executive Officer of Curaleaf. "The questions confronting Aurora shareholders remain the same today as they were yesterday: why did Aurora issue shares under an ATM for less than the original offer price after Curaleaf indicated a bid was coming, why is a now 86% premium offer being dismissed as inadequate and a discounted offer, why is Curaleaf continuing to be excluded from customary diligence when others aren't, and why is the Board asking shareholders to reject a proposal before allowing a fully informed process to play out? Those questions remain unanswered."
Key facts Aurora shareholders should know:
- Curaleaf believes its application brought much needed scrutiny to Aurora's dilutive ATM activity. Aurora used the ATM program heavily in the days leading up to Curaleaf's bid, including after Curaleaf publicly announced its intention to make its offer. Aurora has now confirmed that it stopped using the program on August 18, shortly after Curaleaf challenged that activity, and has not used it since. Aurora shareholders have been spared further ATM dilution since Curaleaf raised its concerns and formally made its application.
- Curaleaf's enhanced offer represents an 86% premium, not a "discount." Counter to Aurora's claims, Curaleaf's enhanced offer implied price of approximately US$5.00 per share represents a significant premium to Aurora's unaffected volume weighted average share price of approximately US$2.75. Aurora's "discount" characterization is entirely inconsistent with their own actions, given they were issuing shares pursuant to its ATM at prices as low as US$2.56 per share, a 49% discount to the enhanced Curaleaf offer, less than a month before Curaleaf's intention to make its offer. Curaleaf's enhanced offer provides clear value to Aurora shareholders.
- A process that excludes Curaleaf cannot credibly be called a review of "all available strategic alternatives." Curaleaf has made a premium offer and remains ready to engage immediately, yet Aurora continues to exclude Curaleaf from customary diligence while providing access to other parties.
- A combination of Curaleaf and Aurora would create the global cannabis leader, with operations across 17 countries, more than US$1.5 billion of last-twelve-month ("LTM") revenue, nearly US$350 million of LTM Adjusted EBITDA and at least US$40 million of expected annual cost synergies. Aurora shareholders would retain exposure to Aurora's international business while gaining ownership in Curaleaf's leading U.S. platform and future regulatory upside.
Curaleaf remains ready to engage constructively with Aurora and pursue a transaction that delivers immediate value, meaningful future upside, and ownership in the world's largest cannabis company.
