Curaleaf Holdings, Inc. said Tuesday it had received clearances in Germany and Canada for its proposed bid for Aurora Cannabis Inc., while shareholders still face competing proposals and offer conditions.
Curaleaf said its plan to acquire 100% of the voting rights in Aurora Deutschland GmbH, Aurora Produktions GmbH and Aurora Europe GmbH received approval Oct. 20 from Germany’s Federal Ministry for Economic Affairs and Energy. Germany’s Federal Cartel Office confirmed Nov. 3 that the acquisition could proceed under German competition law, the company said. Curaleaf also said Canada’s Competition Bureau issued a no-action letter Nov. 2. The bureau says such a letter records its current intention not to challenge a transaction at that time; it does not permanently bar a challenge.
The bureau’s public merger table still listed the Curaleaf-Aurora review as “Ongoing” on a page last updated Nov. 4. The agency says it updates the table weekly for cases concluded in the previous week.
Curaleaf’s revised offer gives Aurora shareholders $1 in cash and 0.4013 Curaleaf shares for each Aurora share. The exchange ratio is subject to adjustment under a $6 maximum value per share. More than 50% of eligible Aurora shares must be tendered to meet a statutory condition Curaleaf cannot waive. The filing also sets out a separate 66⅔% threshold that Curaleaf may waive.
Aurora’s board recommends that shareholders reject Curaleaf’s unsolicited offer and approve its Organigram Global Inc. agreement, which the board considers superior. Aurora’s filing projected benefits from combining its medical-cannabis network with Organigram’s operations; those benefits remain forecasts. The companies announced their agreement Nov. 3, and Aurora’s filing values the transaction at about C$561 million in fully diluted equity value. It still needs shareholder, court and regulatory approvals. The companies agreed to use commercially reasonable efforts to hold shareholder meetings by Dec. 23, with Dec. 31 as the outside date. EconoTimes previously detailed Aurora’s board decision to back Organigram. Curaleaf’s offer is scheduled to expire at 1:59 a.m. ET Dec. 5 (11:59 p.m. Mountain time Dec. 4), unless changed or withdrawn under its terms.
