Organigram to buy Aurora in C$561M deal

Organigram Global Inc. has agreed to acquire Aurora Cannabis Inc. (ACB) in a friendly transaction that values Aurora at approximately C$561 million on a fully diluted equity value basis. Under the arrangement agreement, Organigram will purchase all issued and outstanding Aurora common shares at C$7.80 per share. The parties expect the deal to close in January 2027, subject to shareholder, court and regulatory approvals, including from the Supreme Court of British Columbia.

Aurora shareholders can elect to receive C$7.80 in cash, 5.8626 Organigram shares, or a combined consideration of C$3.75 in cash plus 3.0431 Organigram shares per Aurora share, all subject to proration. The total cash available under the offer is capped at C$253.6 million, and the Organigram shares available are limited to 205.8 million.

The consideration implies a 93% premium to the unaffected closing price of Aurora shares on the TSX on August 10, 2026, the last full trading day before Curaleaf announced its intention to launch a hostile takeover bid. It also represents a 21% premium to the current bid value of Curaleaf’s hostile offer, as most recently amended on October 6, 2026. Aurora’s board determined the Organigram transaction is superior to the hostile bid and has recommended that shareholders vote in favour of the friendly deal.

Aurora’s special committee and board oversaw a strategic review process that included outreach to multiple parties in connection with their unanimous rejection of the hostile offer. They continue to urge shareholders not to tender their shares to Curaleaf’s bid, and shareholders who have already tendered are able to withdraw their shares. The recommended transaction with Organigram is intended to provide immediate value, choice of consideration and ongoing participation in the combined company.

On completion of the transaction, Aurora shareholders are expected to hold approximately 35% economic ownership of the combined company on a fully diluted basis and 42% of its voting power. The combined business will bring together Aurora’s EU-GMP certified manufacturing capacity and international patient access network with Organigram’s Canadian recreational brands and European footprint. Organigram expects the integration to generate identified synergies in excess of C$50 million from cross-selling, procurement, distribution consolidation, public company savings and optimized production routing.

The cash portion of the consideration will be funded through Organigram’s cash on hand, a concurrent private placement by BT DE Investments Inc., a wholly owned indirect subsidiary of British American Tobacco (BATS.L), and an increase in Organigram’s existing credit facility. BAT will acquire 141.0 million Organigram shares at C$1.33 per share, for gross proceeds of C$187.5 million. ATB Financial has provided fully committed senior secured credit facilities of up to $210 million by amending Organigram’s existing $70 million agreement, including a $115 million term tranche available at closing to partially finance the acquisition.

Completion of the transaction requires approval by at least two-thirds of votes cast by Aurora shareholders at a special meeting, as well as a simple majority excluding certain shareholders under minority protection rules. Issuance of Organigram shares for the deal and the private placement also requires approval by a simple majority of Organigram shareholders, excluding BAT’s votes. Special shareholder meetings for both companies are expected to be held in December 2026.

Both the Organigram and Aurora boards have unanimously approved the transaction. BAT, which is entitled to cast 30% of the votes attached to Organigram shares, has entered into an irrevocable voting agreement to support the transaction and oppose competing acquisition proposals, and directors and officers of both companies have signed customary voting agreements. The combined group will own five EU-GMP certified production and distribution facilities and aims to expand its presence across nationally regulated cannabis markets with enhanced scale, supply chain diversification and capital markets profile.