CEO Boris Jordan said in an interview he wanted the deal for Aurora to be friendly.
The big prize is Aurora's EU-GMP cultivation in Canada, Curaleaf's ticket into Europe's tightening medical market.
An FBI investigation report landed a day later, which Curaleaf calls defamatory and Jordan says isn't a coincidence.
Curaleaf CEO and chairman Boris Jordan wants you to know he tried to do this the nice way. In an interview, he defended his hostile $4 per share bid for Aurora Cannabis, said the rejection wasn't based on "legit reasons," and explained why he wants the only EU-GMP certified indoor cultivation in Canada.
The paper trail backs his timeline. Whether it backs "friendly" is another question.
Jordan said he first spoke with Aurora CEO Miguel Martin at the end of June. Martin wasn't opposed to talking, Jordan said, but told him he would weigh any deal against his fiduciary responsibility. On June 23, Curaleaf sent a formal indication of interest, offering a mutual non-disclosure agreement and 30 days of exclusive reciprocal due diligence.
That letter, which Curaleaf later published on its website, confirms this part of Jordan's account. A follow-up call went nowhere, Jordan says.
"This isn't actionable enough," he recalled Martin saying. "I need to go to the board."
Curaleaf takes the offer public
So Curaleaf went to the board. Its July 7 letter of intent, addressed directly to Aurora's directors, offered $4.00 per share, a 41% premium to Aurora's $2.84 close on July 2, and requested a substantive response within five business days. It described the consideration as Curaleaf equity plus "a portion of cash" without specifying the split.
On Tuesday, Curaleaf took the offer public after Jordan said they received no substantive response: $4.00 per share in cash and stock, now framed as a 45% premium to Aurora's 30-day volume-weighted average price, or 110% excluding the cash on Aurora's balance sheet, capped at $5.00 per share if Curaleaf's stock rallies before the bid closes.
Aurora then responded publicly. The company said that the July 7 letter never detailed the cash-stock mix, a claim borne out by the letter's own language, and that the $5.00 cap appeared only in the public proposal. It added a jab: the cap is lower than where Aurora shares traded as recently as December 18.
Aurora also said its lead independent director corresponded with Jordan as recently as July 24 and "did not discourage an ongoing dialogue between the parties going forward."
A spokesperson for Aurora confirmed receipt of Curaleaf's letters and its board's fiduciary review, without responding directly to Jordan's claims.
What’s behind the deal?
The logic behind the bid is a supply gap.
Europe's medical cannabis standards are tightening, and Jordan says most Canadian growers can't hit the quality bar. Aurora is the only Canadian producer with EU-GMP certified indoor cultivation, representing more than 50 tons of certified annual capacity. Jordan said the facility is "mismanaged" and that Curaleaf could double its output, slotting alongside operations in Poland, Portugal and Spain.
Aurora sees it differently. The company said its EU-GMP cultivation capacity is highly strategic, and pointed to its $26.5 million April acquisition of Safari Flower, another EU-GMP certified indoor grow in Ontario.
But like any emerging industry, growth is the prize. Curaleaf's international business is expanding 25% to 30% a year, Jordan said, versus 5% to 10% in the U.S. where cannabis still isn't federally legal. In its July 7 letter, Curaleaf projected the combined company would generate over $1.7 billion in revenue and $360 million in EBITDA with synergies realized.
Jordan thinks Aurora's resistance is about job security, not strategy.
"The guy's got a very good job," he said of Martin. "Why would Miguel want to lose that position?"
His own seat, he insists, isn't the point. "If there's a better CEO for Curaleaf, I'd leave tomorrow and ride off into the sunset."
Aurora's stock chart makes his case for going straight to shareholders. Shares topped $1,200 in 2018 and have lost more than 99% since, which Jordan called wealth destruction.
There’s another wrinkle. On Tuesday evening, The Newsground published a report describing a closed FBI investigation into Curaleaf's early financing, citing documents obtained under public records law. Both grand juries ended without charges, per the report. Curaleaf on Thursday called the allegations "false and defamatory," and Jordan suggested on X that the timing wasn't a coincidence.
And for Aurora shareholders, it's not a sideshow: the offer is mostly Curaleaf stock, so questions about Curaleaf are questions about the currency they're being asked to take.
So what’s next?
Aurora is forming a special committee of independent directors to review the bid. The market is hedging its bets. Aurora's U.S.-listed shares have gained about 27% since the bid went public but traded near $3.79 midday Thursday, roughly 5% below the offer. That gap is Wall Street's way of pricing in real deal risk.
To Jordan, the market is sending a signal that it likes the deal. Acquirers' shares usually dip when they announce a deal, especially hostile. Curaleaf's stock is up about 5% since the bid went public, even after giving some back Thursday.
"People buying believe in our story," Jordan said. And because the offer is mostly Curaleaf stock, 0.3463 shares plus $0.75 in cash per Aurora share, a rising Curaleaf share price makes the bid worth more, up to the $5 cap. At Thursday's prices the offer pencils out above the $4 headline number.
If the bid dies, Jordan says Curaleaf has talked to other targets, none as attractive in his view, and could build the capacity itself. "We do have plan B and plan C at all times," he said.
Still, he'd rather not fight. And hostile bids fail more often than not.
"We wanted to be friendly," Jordan said. "I don't believe their rejection of the deal was based on legit reasons."