💸 The Tape

Curaleaf Holdings (TSX: CURA) (OTCQX: CURLF) announced its intention to acquire all outstanding shares of Aurora Cannabis (NASDAQ: ACB) (TSX: ACB) for implied consideration of US$4.00 per share — 0.3463 Curaleaf shares plus US$0.75 in cash — after two private approaches were rebuffed.

Six days ago, Boris Jordan sat down for earnings interviews and talked about M&A heading into Q4 and whether any top-five operators might merge. He was, it turns out, already three weeks into trying.

The premium math, and the asterisk

Against Aurora's 30-day VWAP of US$2.75, the offer represents a 45% premium. Curaleaf then does something clever with the framing: excluding Aurora's balance sheet cash, that becomes a 110% premium.

Both numbers are true. The second is the more revealing one. Aurora closed its most recent quarter debt-free with US$149.1 million in cash and short-term investments — meaning a substantial share of the company's market value is the cash pile, not the operating business. Curaleaf is arguing that the operating business is being valued at almost nothing, and it's not entirely wrong.

It's also, unavoidably, an acquirer telling shareholders their asset is worth less than the tape says.

There's a cap price of US$5.00, based on Curaleaf's 20-day VWAP. If Curaleaf shares rally before take-up, the share count adjusts downward so consideration tops out there — implying an 82% premium, or 197% ex-cash. That's a sensible collar for Curaleaf. It also caps Aurora shareholders' participation in exactly the upside they'd be buying into.

And the disclaimer matters: no formal take-over bid has commenced, with no assurance the offer is ultimately made. This is a pressure campaign, not yet a bid.

The rejected courtship

The timeline is unusually specific, which tells you Curaleaf wants the record clear.

A formal letter of intent went from Jordan to Aurora Chairman and CEO Miguel Martin on June 23, outlining the proposal and Curaleaf's readiness to sign a mutual NDA for reciprocal diligence. Aurora declined to engage on those terms. A follow-up letter went out July 7. Aurora again declined constructive discussions. Both letters are now published at grow.curaleaf.com.

Jordan's language is measured but pointed — disappointment that the board refused to meaningfully engage, and a stated view that further delay is unjustified. Publishing the correspondence is the tell: this is aimed at Aurora's shareholders, over the board's head.

Worth noting Aurora hasn't had a chance to respond publicly. A board refusing an NDA usually has a reason, and shareholders should hear it before pricing anything.

Why Aurora, and why now

Here's where the deal logic gets genuinely strong, and it has nothing to do with the United States.

Curaleaf's Q2 told the story plainly: international revenue grew 26% to $51.4 million while domestic grew 7% — and domestic retail grew only 3.7% despite opening new Florida stores. The company had already bought out the remaining 45% of Four20 Pharma to take Curaleaf International to full ownership. Everything about that quarter said international medical is where the margin lives.

The problem is supply. Curaleaf has three operational EU-GMP facilities in Portugal, Spain and Canada, plus leading distribution positions in Germany, the UK and Poland, with pharmacy and clinic networks attached. What it doesn't have is tonnage.

Aurora has tonnage. More than 50 tons of annual EU-GMP cultivation and manufacturing capacity, including the recently acquired Safari Flower Company, which just landed a three-year EU-GMP certification. Aurora also posted 17% year-over-year growth in international medical last quarter.

So the structure is: Curaleaf owns the distribution, Aurora owns the production. Curaleaf explicitly frames the deal as securing its international supply chain, and says the transaction would be immediately accretive to both Curaleaf International's and consolidated margins through vertical integration and capture of value across the supply chain.

That's a real industrial rationale, not a financial engineering exercise. Which is more than can be said for most cannabis M&A.

The combined entity

The stated pro forma: a footprint across 17 countries, more than US$1.5 billion of LTM revenue, nearly US$350 million of LTM adjusted EBITDA, and a market capitalization approaching US$3.0 billion.

Curaleaf projects at least US$40 million of annual cost synergies, plus additional value from deploying its genetics portfolio across Aurora's facilities and optimizing cultivation across the combined footprint.

Take that $40 million seriously for a moment. Against Curaleaf's own $70.1 million of quarterly adjusted EBITDA — a figure whose margin contracted 120 basis points last quarter even as gross margin improved — $40 million of annual cost takeout is meaningful. Curaleaf has an opex problem it hasn't publicly diagnosed. Synergies are one way to solve it.Why Aurora, and why now

Here's where the deal logic gets genuinely strong, and it has nothing to do with the United States.

Curaleaf's Q2 told the story plainly: international revenue grew 26% to $51.4 million while domestic grew 7% — and domestic retail grew only 3.7% despite opening new Florida stores. The company had already bought out the remaining 45% of Four20 Pharma to take Curaleaf International to full ownership. Everything about that quarter said international medical is where the margin lives.

The problem is supply. Curaleaf has three operational EU-GMP facilities in Portugal, Spain and Canada, plus leading distribution positions in Germany, the UK and Poland, with pharmacy and clinic networks attached. What it doesn't have is tonnage.

Aurora has tonnage. More than 50 tons of annual EU-GMP cultivation and manufacturing capacity, including the recently acquired Safari Flower Company, which just landed a three-year EU-GMP certification. Aurora also posted 17% year-over-year growth in international medical last quarter.

So the structure is: Curaleaf owns the distribution, Aurora owns the production. Curaleaf explicitly frames the deal as securing its international supply chain, and says the transaction would be immediately accretive to both Curaleaf International's and consolidated margins through vertical integration and capture of value across the supply chain.

That's a real industrial rationale, not a financial engineering exercise. Which is more than can be said for most cannabis M&A.

The combined entity

The stated pro forma: a footprint across 17 countries, more than US$1.5 billion of LTM revenue, nearly US$350 million of LTM adjusted EBITDA, and a market capitalization approaching US$3.0 billion.

Curaleaf projects at least US$40 million of annual cost synergies, plus additional value from deploying its genetics portfolio across Aurora's facilities and optimizing cultivation across the combined footprint.

Take that $40 million seriously for a moment. Against Curaleaf's own $70.1 million of quarterly adjusted EBITDA — a figure whose margin contracted 120 basis points last quarter even as gross margin improved — $40 million of annual cost takeout is meaningful. Curaleaf has an opex problem it hasn't publicly diagnosed. Synergies are one way to solve it.

The part Aurora shareholders should scrutinize

Curaleaf's pitch to Aurora holders leans heavily on US exposure — a $32 billion market per BDSA, rescheduling catalysts, state-led expansion.

Aurora holders should price that carefully, because they'd be trading a debt-free balance sheet with $149.1 million of cash for equity in a company carrying $611.5 million of debt against $107 million of cash. They'd also inherit a US retail business growing 3.7% while adding doors, and an EBITDA margin moving the wrong direction.

The cash consideration alone tells you something. US$0.75 per share across Aurora's share count is a substantial cash outlay for a company with $107 million on hand. That money is coming from somewhere — likely the balance sheet Curaleaf is acquiring.

There's also a Nasdaq problem nobody has addressed. Aurora is NASDAQ-listed precisely because it doesn't touch the US plant. Curaleaf does. How a combined entity preserves that listing is not a footnote; it's a structural question, and the release is silent on it.

The read

Strategically, this is the most coherent deal anyone has proposed in cannabis this year. Distribution buying production, in the one segment of the industry currently expanding margin, at a moment when every operator from SNDL to Village Farms is racing toward EU-GMP export capacity.

Financially, Aurora shareholders are being asked to exchange a clean balance sheet and a growing international franchise for paper in a leveraged US operator, plus 75 cents.

Jordan says he's prepared to move quickly toward a definitive agreement. Aurora's board has said nothing, twice. That silence is now the market's problem to interpret.

The read

Strategically, this is the most coherent deal anyone has proposed in cannabis this year. Distribution buying production, in the one segment of the industry currently expanding margin, at a moment when every operator from SNDL to Village Farms is racing toward EU-GMP export capacity.

Financially, Aurora shareholders are being asked to exchange a clean balance sheet and a growing international franchise for paper in a leveraged US operator, plus 75 cents.

Jordan says he's prepared to move quickly toward a definitive agreement. Aurora's board has said nothing, twice. That silence is now the market's problem to interpret.

📈 Dog Walkers

$OGI ( ▲ 6.06% ) Growth Surges In EU

Organigram Global (NASDAQ: OGI) (TSX: OGI) posted Q3 fiscal 2026 net revenue of $105.8 million, up 49%, with adjusted EBITDA of $13.4 million — a 136% increase. Both records.

The engine is Sanity Group, acquired April 15, which contributed roughly €25 million (C$40 million) in its first partial quarter. During the period Sanity advanced a second Swiss recreational pilot, progressed into Poland, launched branded products in the UK, and booked its first meaningful Swiss medical sales.

That mix shift is showing up where it matters. Adjusted gross margin rose to 37% from 34%, driven by a larger proportion of international sales plus operational improvements in Canada. SG&A fell to 31% of net revenue from 35%, even as absolute spend rose to $32.7 million on marketing and Sanity's cost base.

Canada is holding its own too — #1 share in vapes, milled flower and concentrates, #2 in flower and pre-rolls.

Two cautions. Net income of $105.5 million is not an operating result; it's driven primarily by non-cash fair value gains on preferred shares. Ignore it and watch the EBITDA line.

More materially, cash went the wrong way. Operating activities used $4.3 million, against $14.6 million provided last year, and free cash flow was an outflow of $3.9 million versus a $5.0 million inflow — all working capital tied to increased scale. Total cash is just $11.7 million, with $49.1 million of liquidity including facilities. That's thin for a company this size.

CFO Greg Guyatt guided to full-year net revenue exceeding $350 million with positive FCF in Q4. Also departing: Paolo De Luca after nine years.

The European bet is working. The balance sheet needs Q4 to deliver.

$VREOF ( ▲ 3.7% ) Reports Q2

Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOF) reported Q2 GAAP revenue of $209.3 million, up 335% year-over-year and 97% sequentially. Proforma revenue — giving effect to Hawthorne, Bridgewell and PharmaCann as if closed April 1 — was $254.9 million.

That's not organic growth. That's an acquisition schedule.

The list is genuinely difficult to keep track of. In the quarter: Eaze, Hawthorne (from Scotts Miracle-Gro), and Bridgewell closed; FLUENT and C21 announced; a Glass House California JV agreed; the Johnstown, New York facility purchased from IIP; and a 30-to-1 share consolidation completed. Since quarter-end: PharmaCann closed, PhytoNatural brought Pennsylvania entry, Cannabist assets announced (Illinois, Massachusetts, New Jersey), a Planet 13 merger announced, and four Ohio deals made it state number 15.

Assuming everything closes, Vireo becomes the largest US operator by dispensary count at roughly 270 stores.

The margin problem

Now read the second half of the table, because it's where the story lives.

Adjusted gross margin fell to 47.0% from 51.4% year-over-year and from 56.3% last quarter — a 930 basis point sequential decline. Adjusted EBITDA margin fell to 19.8% from 27.7% and from 30.8% last quarter. That's 1,100 basis points of sequential EBITDA margin, gone in ninety days.

Some of that is mix. The new non-cannabis segment — Hawthorne and Bridgewell — contributed $33.5 million of revenue at just 17.9% gross margin and 6.3% EBITDA margin. Agribusiness distribution is a structurally lower-margin business, and folding it in mechanically drags the blend.

But strip it out and the cannabis-only numbers still soften: adjusted cannabis EBITDA margin of 22.4%, down from 30.8% sequentially. That's not mix. That's acquired operations diluting a business that was, one quarter ago, among the most profitable in the sector.

Mazarakis says scale alone is no longer enough and points to disciplined capital allocation and efficient integration. Fair framing. The Q2 numbers show the acquiring; the integration is the 2027 promise.

The funding question

Vireo closed with $122.7 million cash and $374.0 million of current assets against $181.4 million of current liabilities. It added an asset-based revolver — $65 million initial, expandable to $105 million — at Term SOFR plus 1.75–2.00%, which is genuinely cheap paper for this industry and a real vote of confidence from a lender.

The equity math deserves attention. 54.4 million subordinate voting shares on a treasury basis at a $15.00 share price, post a 30-to-1 consolidation — and most announced deals are all-stock, including Planet 13, FLUENT and the $208 million Ohio package.

Vireo is buying the sector with its own paper. That works beautifully if the stock holds and integration delivers. If either slips, shareholders funded 270 dispensaries at margins currently heading south.

📺 Trade To Black

NewLake Capital Partners Q2 Earnings + Why Dr. Oz Entered The Hemp Fight | TTB Presented by Flowhub

• Dr. Oz personally intervened on hemp. Reporting from Marijuana Moment shows the CMS Administrator urged senators to delay the hemp-THC ban so seniors wouldn't lose CBD access while Medicare and Medicaid finalize coverage decisions.

• The ask was narrow, and that's the point. Oz's letter wasn't about gummies, drinks or vapes — it was specifically about protecting CBD for seniors using it for pain, sleep, inflammation and mobility while the federal CBD Pilot Program works through Medicare coverage.

• Washington moved his direction. The Senate's funding bill pushes the hemp-THC ban to December 11, aligning with exactly what Oz requested — and confirming the CBD Pilot Program is still active and still a federal priority after months of silence.

• The GOP split is widening. Shadd Dales walks through the two camps — one wanting the ban enforced immediately, the other pushing for a real regulatory framework — and how a healthcare angle now complicates a debate that was already getting more contentious by the week.