💸 The Tape

Eight weeks after launching its hostile bid, Curaleaf has raised its price for Aurora Cannabis by 25%. The revised terms are 0.4013 Curaleaf shares plus US$1.00 in cash per Aurora share, worth US$5.00 at Curaleaf's current price, with the collar cap lifted from $5.00 to $6.00, the expiry pushed to December 4, and — the part Aurora will claim as its own victory — pro forma financial statements finally coming in the bid circular. Boris Jordan says he's met "a significant percentage" of Aurora's shareholder base and all of them support the strategic rationale. Aurora's response, filed six hours later, is that nothing has been formally filed yet, the Special Committee will review it when it is, and shareholders should take no action.

Both of those things are true. Here's what the numbers say.

What actually changed

The original bid was 0.3463 shares and $0.75 cash — about $4.00 when announced, 81% stock, capped at $5.00. The new bid moves every variable in the direction Aurora's advisors demanded, just not as far as they wanted. The cash component rises from $0.75 to $1.00, roughly $68 million in aggregate; the stock component rises 16%; the cap rises 20%. The exchange ratio now implies Curaleaf is pricing its own stock near $10, up from $9.39 at launch, which means Curaleaf's shares have done some of the work since August — the stock component alone is worth about 15% more than it was in the original offer before any change in ratio.

On the metrics that matter to a special committee: the implied equity value is roughly $340 million against the original $272 million. Strip out Aurora's ~$110 million of unrestricted cash and the $34 million of restricted cash being released, and Curaleaf is paying about $196 million of enterprise value for the operating business — roughly 6x trailing adjusted EBITDA and something like 8x the depressed forward number Aurora guided to. Against Aurora's own 30-day unaffected VWAP of $2.75, the headline premium is now 82%, and Curaleaf's ex-cash premium math will show something north of 150%.

That's a real improvement. It's also still a 80%-stock deal in a company Aurora's circular describes as carrying $1 billion of debt, with a cap that limits upside if rescheduling lands, and a cash component that doesn't cover the cash Aurora already has on its own balance sheet. The banker's checklist for a recommended deal — cash of at least ~$2, no cap or a cap at $6.50-plus, synergy sharing — got two partial checks and one miss.

The pro forma, and what to look for in it

Curaleaf's combined-company pitch is a business in 17 countries with more than $1.5 billion in trailing revenue, nearly $350 million of adjusted EBITDA, at least $40 million in annual cost synergies, and a pro forma market cap above $3 billion.

The revenue number ties out: Curaleaf's trailing twelve months of roughly $1.3 billion plus Aurora's ~$240 million lands at $1.5 billion. The market cap works too — Curaleaf's current capitalization of roughly $2.6 billion plus about 27 million new shares issued to Aurora holders at $10 gets you there. Aurora shareholders would own something like 9–10% of the combined company.

The EBITDA line deserves a closer read. Curaleaf's trailing adjusted EBITDA is around $280–290 million; Aurora's is in the $30–40 million range depending on whether you use the record fiscal 2026 or the weaker last four quarters. The sum is $310–330 million, not $350 million. Getting to "nearly $350 million" either leans on Aurora's peak fiscal-year figure or quietly pulls some synergies forward. That's the kind of thing a special committee's financial advisor will flag in the inadequacy update, and it's exactly why the pro forma statements Aurora demanded matter: audited-basis combined numbers will show what the business actually earns today, not what the deck says.

The $40 million synergy figure is the other number worth pressure-testing. Capitalized at Curaleaf's own multiple, it's worth more than the entire ex-cash purchase price — and under the revised terms Curaleaf is still keeping essentially all of it. Aurora's committee will ask why a bidder that claims $40 million of annual savings can't find another $70 million of one-time consideration to share a fraction of them.

Aurora's position

Aurora's release is tactically sharp. It refuses to engage with the price until a Notice of Variation is filed, which forces Curaleaf to put the pro forma in writing before Aurora has to say anything about it. It claims credit for the ASC application: Curaleaf's circular lacked the required pro forma statements and the minimum deposit period, Aurora complained, and Curaleaf has now fixed both. That's a legitimate win, and it tells shareholders the board has been doing something besides saying no.

What Aurora still hasn't done is name a number. Three rejections, an ASC filing, a Kingsdale solicitation campaign, a protectaurora.com website — and no counter. At $4 that silence was defensible. At $5, with pro forma financials on the way and a December 4 deadline, the special committee is going to need to either recommend the deal, reject it with a specific alternative, or produce a competing bidder. "Take no action" has a shelf life, and it runs out when the 15-day circular clock does.

Where this lands

The gap has narrowed. Fair standalone value was always in the $4.50–5.25 range; Curaleaf is now at the top of it. What's missing is the structure: Aurora holders are being asked to swap a debt-free Schedule-III-adjacent medical platform for mostly Curaleaf paper with a ceiling attached. If Curaleaf wants a recommendation rather than a tender fight, the last move is obvious and cheap — push the cash to $1.50–2.00, and either remove the cap or move it to $6.50. That costs Curaleaf perhaps $50–70 million and gets it a friendly deal before the DEA ruling, instead of a contested one after.

If Jordan's shareholder meetings are what he says they are, he may not need to. A tender that clears 50% on December 4 ends the argument whether the board agrees or not. The special committee has about two weeks to decide which outcome it prefers to be on the right side of.

📈 Dog Walkers

Spherex Picks Up Cannabist Assets

Spherex, the Denver vape and gummy maker that has quietly become Colorado's top-selling brand, is buying two cultivation facilities from The Cannabist Company and its affiliates The Green Solution and Rocky Mountain Tillage: a Denver-area indoor grow and an outdoor operation in Trinidad. It's Spherex's first acquisition in 11 years, roughly 60 employees come with it, and the company's headcount nearly doubles to about 100.

The story underneath is the one every Colorado operator has been living. For a decade the state's problem was too much flower; prices hit record lows in March. But the cultivation shakeout that followed has gone far enough that capacity is now declining, and Spherex — which has bought biomass from TGS for years — says it ran into supply constraints earlier in 2026 that backed up production and delayed orders. When your brand depends on consistent inputs and your suppliers keep closing, you buy a supplier.

The seller tells the other half. Cannabist has been liquidating state by state through a restructuring — Virginia to Millstreet's Arboretum, assets to Vireo — and Colorado was once its home turf under The Green Solution banner. Handing two grows to a local brand with cash and discipline is the orderly version of exit.

Dan Gardenswartz's language about "financial discipline" and being "in a position to act" is the tell. In a market that destroyed the overleveraged, the independents who stayed solvent are now acquirers of the infrastructure the MSOs built and couldn't hold. Spherex says it will keep buying from independent growers too, which is smart — vertical integration in Colorado is a hedge, not a moat.

Terms weren't disclosed. The lesson doesn't need them: in a commodity market, the brand that survives is the one that controls its inputs when everyone else's run dry.

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Will the GAO Report Make the Record? | TTB Presented by Flowhub

• Curaleaf sweetens for Aurora: The revised hostile bid is 0.4013 Curaleaf shares plus $1 cash, worth about $5 per Aurora share — up from $4 — with Curaleaf framing the bump as good-faith negotiation after the board's rejection.

• The GCRS white paper, decoded: Artemis Partners' Will Muecke walks through the 2026 collection from nearly 30 countries, where the legalization debate is over and the fight is now standards, responsibility and cross-border alignment.

• Sobering numbers: More than 90% of survey responses rated global cannabis standards yellow or red, plus the real cost of over-drying flower, the seven-point MSO rescheduling playbook, and why Europe's pharmacy markets may be better built for trade than U.S. state programs.

• Stay watch: ATACH's Michael Bronstein gives his read on whether Judge Julius admits the GAO report, with DEA's 20-page response due October 13.