The Aurora Board of Directors, following a review by an independent special committee, unanimously advised shareholders to take no action and refrain from tendering their shares. CEO Miguel Martin criticized Curaleaf’s financial health, noting that the bidder carries over $1 billion in debt. Martin argued that the transaction is designed to utilize Aurora’s cash reserves to stabilize Curaleaf’s balance sheet while providing Aurora investors with limited voting influence and exposure to high-cost debt.

Beyond the financial concerns, the board warned that the deal would strip shareholders of their rights through a concentrated voting structure. Under the proposed terms, Aurora investors would hold approximately 7.7% of the combined entity but possess only 3.2% of the voting power. Analysts at TD Securities have already signaled that the bid fails to reflect Aurora’s leadership in the medical cannabis sector, its EU-GMP manufacturing network, or its long-term growth trajectory. Shareholders who have already tendered their shares are being encouraged to withdraw them immediately.