• Curaleaf on Wednesday made its hostile bid for Aurora official.

  • The $4 per share offer is about a 45% premium on Aurora’s 30-day average share price, dated to August 10

  • The deal’s all about EU exports.

It’s official: Curaleaf is taking its hostile bid directly to Aurora shareholders. The cannabis company went public with the proposed terms on Monday.

The $4 per share offer is about a 45% premium on Aurora’s 30-day average share price, dated to August 10 before Curaleaf announced its intention. The company says it found a path to about $40 million in annual cost synergies, and that the combined, $3 billion market cap company would be “uniquely positioned as the premier public vehicle for blue-chip institutional and long-term investors,” seeking exposure to legal cannabis.

“Today, we are putting this proposal directly in the hands of Aurora shareholders,” Curaleaf CEO Boris Jordan said in a statement. “We believe our Offer provides immediate value and a unique opportunity to participate in the upside of a larger, more diversified global cannabis platform with meaningful exposure to the growth of the U.S. market.”

Both Curaleaf and Aurora shares surged on the initial announcement last week. Aurora’s up about 1.5% intraday, while Curaleaf slipped about 2%.

Eyeing EU exports

On paper, the deal makes perfect sense for Curaleaf. In practice, these types of hostile bids fail more often than they finish. While Aurora is a Canadian firm, the deal’s primarily about getting access to lucrative European Union medical cannabis export markets.

Aurora has EU-GMP cultivation capacity that Curaleaf is eyeing. The prize is mainly Germany, with a population of about 84 million people, and strict standards on how medical cannabis imported into the country is grown and tested. Because of federal restrictions, it’s far more difficult for U.S. firms like Curaleaf to directly export cannabis.

Jordan, who said in an interview last week that he initially wanted this to be a “friendly” overture, said direct conversations with Aurora CEO Miguel Martin earlier this summer sputtered out. Hence going directly to shareholders.

And any sign of friendliness appears to be eroded by the company’s press release. In one section, Curaleaf says “Aurora has a sustained track record of value destruction,” as the company recognized C$4.56 billion in impairment charges between 2020 and 2026.

On a more positive note, Curaleaf says the deal would immediately give Aurora shareholders access to the U.S. consumer cannabis market, the world’s largest. It would also, Curaleaf says, create a “truly global cannabis leader.”

‘A plan b and plan c’

Aurora said last week its board has formed a special committee to review the deal. And if the bid fails?

Jordan said, “we do have plan B and plan C at all times,” meaning, if they need to, they’ll build it instead of buy it.