Organigram to Acquire Aurora and Establish a Global Cannabis Leader
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Organigram to acquire Aurora forC$7.80 per Aurora Common Share; Aurora shareholders will have the option to receive such Consideration in cash,Organigram shares or a combination of both, subject to proration. Transaction provides Aurora shareholders with certainty of value, meaningful immediate liquidity and participation in the combined entity
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Offer represents a 93% premium to Aurora’s Unaffected Share Price on
August 10, 2026 1 and a 21% premium to the implied value of the unsolicited Curaleaf Hostile Bid as ofNovember 2, 2026 2, unanimously rejected by Aurora’s Board of Directors
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Organigram shareholders to participate alongside Aurora shareholders in a company with greater scale, enhanced supply chain certainty, global footprint and diversification
- The combined company will own and operate five EU-GMP certified production and distribution facilities and bring world-class innovation to existing and new markets to meet international demand and support global market share expansion
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This Transaction has unanimous support of both
Organigram andAurora Boards of Directors; Organigram’s and Aurora’s directors and senior officers and Organigram’s significant shareholder have each entered into voting support agreements
- More information available at www.OrganigramXAurora.com and www.VoteYesAurora.com
The Transaction values Aurora at approximately
The Transaction provides Aurora shareholders with compelling immediate value, meaningful choice in how they receive their consideration, and the opportunity for continued participation in the future growth and value creation of the combined company.
Together,
“This Transaction is a defining step in Organigram’s strategy to build a disciplined, global cannabis leader,” said
“Combining with
Compelling Strategic and Financial Rationale
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Brings together highly complementary operations: Shareholders to benefit from a stronger platform resulting from the combination of Aurora’s EU-GMP certified manufacturing capacity and pharmacy and patient access network across
Canada ,Europe ,Australia and New Zealand , and Organigram’s leading Canadian recreational brands and newly integrated Sanity Group’s European footprint.
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Synergies: In excess of
C$50 million in identified synergies from cross-selling across Organigram’s and Aurora’s Canadian and international footprints, procurement scale, consolidated distribution, public company expenses, and routing international demand to the lowest-cost production asset across the combined network.
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Expands presence across world’s largest nationally regulated markets:
Organigram shareholders to participate alongside Aurora shareholders in a company with greater scale, enhanced supply chain certainty and diversification. The company will have an enhanced presence across nationally legal cannabis markets, with established regulatory frameworks, licenses and infrastructure.
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Accelerates product innovation and growth opportunities: The combined company’s scale and cross-border infrastructure create a platform for shared innovation and brand building, bolstered by Organigram’s strategic shareholder,
BAT , which brings demonstrated expertise across R&D, innovative product development, and global supply chain management.
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Preserves balance sheet strength: The cash component of the Consideration is fully financed and expected to be financed through cash on hand, a concurrent investment by
BAT and an increase in Organigram’s existing credit facility, preservingOrganigram and Aurora’s disciplined, balanced approach between efficient capital allocation and driving sustained profitable growth. The financing structure is designed to preserve balance sheet flexibility and support continued investment in the combined company’s growth priorities.
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Enhanced liquidity and capital markets profile: The acquisition will result in a larger market capitalization and increased free float. Index eligibility is expected to broaden the institutional shareholder base and support improved trading liquidity and research coverage. Greater scale, certified international supply and a diversified revenue base will make the combined entity the clear strategic counterparty in the sector for global CPG and pharmaceutical partners.
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Provides choice for Aurora shareholders: The Transaction provides Aurora shareholders with flexibility in how they receive the premium in exchange for their
Aurora Shares . Aurora shareholders can choose between an attractive mix of cash or Organigram Shares, or a combination of both.
- Creates meaningful equity participation for Aurora shareholders: Aurora shareholders are expected to hold approximately 35% pro forma economic ownership of the combined company on a fully diluted basis and 42% voting ownership, ensuring a meaningful opportunity to participate in the combined company’s future growth and value creation.
Transaction Details
Under the terms of the Arrangement Agreement, Aurora shareholders will have the option to elect to receive:
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C$7.80 per Aurora Share in cash (the “Cash Consideration”); -
5.8626 common shares in the capital of
Organigram (the “Organigram Shares”) per Aurora Share (the “Share Consideration”); or -
a combined consideration of
C$3.75 in cash plus 3.0431 Organigram Shares (the “Combined Consideration”), in each case per Aurora Common Share (collectively, the “Consideration”). -
Aurora shareholders electing to receive the Cash Consideration or the Share Consideration will be subject to proration as set out in the Arrangement Agreement so that the aggregate consideration will include no more than 205,826,172 Organigram Shares and no more than
C$253,638,772 in cash. Based on the 20-day volume-weighted average trading price of Organigram Shares on the TSX of approximatelyC$1.33 onNovember 2, 2026 , the Consideration representsC$7.80 per Aurora Common Share.
The Transaction will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (
- At least two-thirds of the votes cast by Aurora shareholders present in person or represented by proxy at a special meeting of Aurora shareholders (the “Aurora Meeting”); and
- A simple majority of the votes cast by Aurora shareholders present in person or represented by proxy at the Aurora Meeting, excluding votes from certain shareholders, as required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
The issuance of Organigram Shares pursuant to the Transaction and Private Placement (defined below) is subject to the approval by a simple majority of votes cast by
Details of the Transaction and the required shareholder votes will be included in a joint information circular that
In addition to the shareholder approvals, the Transaction will be subject to regulatory approvals, as well as the approval of the
The Transaction would be structured to provide a tax-deferred rollover to eligible Canadian-resident Aurora shareholders who receive Organigram Shares, subject to applicable law and advice from their own tax advisors.
In connection with financing the Transaction and concurrently with the closing of the Transaction,
The Loan Facilities include:
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A
$10 million senior secured revolving operating credit facility, provided by ATB;
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A
$65 million senior secured revolving credit facility (the "Revolving Facility"), provided initially by ATB and, after any syndication, by such other lenders as may become party to the credit agreement from time to time. Up to$35 million of the Revolving Facility may, subject to certain conditions, be used to partially finance the acquisition of Aurora; and
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A
$135 million senior secured non-revolving term credit facility (the "Term Facility"), provided initially by ATB and, after any syndication, by such other lenders as may become party to the credit agreement from time to time. The Term Facility has two tranches:
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"Term Tranche 1", in the amount of
$20 million , which was drawn in full to finance the acquisition ofSanity Group and remains outstanding; and -
"Term Tranche 2", in the amount of
$115 million , which will be available on the Closing Date to partially finance the acquisition of Aurora.
The amended and restated Loan Facilities will be available on the Closing Date. Availability is subject only to a limited set of conditions precedent, customary for acquisition financings on a "certain funds" basis. These include completion of the acquisition substantially at the same time as funding, receipt of the final order approving the arrangement, receipt of the committed equity proceeds, and the accuracy of certain specified representations. The Loan Facilities will mature three years after closing and bear interest at ATB's applicable benchmark rates plus an applicable margin based on the ratio of net funded debt to EBITDA. The Loan Facilities will be subject to customary financial covenants, including a maximum net funded debt to EBITDA ratio and a fixed charge coverage ratio.
Superior Alternative for Aurora Shareholders to the Hostile Bid
The Transaction emerged from a robust strategic review process conducted by Aurora, under the oversight of a committee of independent directors (the “Aurora Special Committee”), advised by independent legal and financial advisors. The review process involved an extensive market check, including outreach to multiple parties, in connection with the unanimous rejection of the Hostile Bid, as detailed in the Notice of Change to Aurora’s Directors’ Circular dated
The Aurora Special Committee and the Aurora Board continue to reiterate that the Hostile Bid is not in the best interests of Aurora or its shareholders and unanimously recommend that shareholders REJECT the Hostile Bid by taking no action and DO NOT TENDER their
Aurora Shareholders who have already tendered their
Unanimous Board Approvals and Recommendations
The Transaction and the Private Placement were unanimously approved (with BAT’s nominees to the Board abstaining from the vote with respect to the Private Placement) by the Board of Directors of
In connection with Organigram’s review and consideration of the Transaction,
The Transaction was unanimously approved by the Aurora Board, after receiving a unanimous recommendation from the Aurora Special Committee. The Special Committee and the Aurora Board determined that the Transaction is in the best interests of Aurora, and the Aurora Board is recommending that Aurora shareholders vote in favour of the Transaction.
In connection with Aurora’s review and consideration of the Transaction,
A copy of the Arrangement Agreement and the joint information circular with respect to the Transaction will be filed on Organigram’s and Aurora’s respective SEDAR+ profiles and will be available for viewing at www.sedarplus.ca and filed or furnished to the
Advisors and Counsel
To learn more about the Organigram-Aurora Transaction, visit www.OrganigramXAurora.com and www.VoteYesAurora.com.
About
About Aurora
Aurora is a global leader in medical cannabis, dedicated to improving lives through scientific expertise, proven performance, and a deep commitment to patient care. Aurora serves medical markets across Canada, Europe, Australia, and New Zealand with a portfolio of trusted, leading brands including Aurora®, MedReleaf®, Pedanios®, IndiMed™, San Raf®, and Whistler Medical Marijuana Corporation®. With world-class GMP-certified manufacturing facilities in Canada and Germany, and a team of industry-leading professionals, Aurora continues to expand its global footprint and deliver consistent, high-quality cannabis products with the purpose of Opening the World to Cannabis™.
Learn more at www.auroramj.com and follow us on X and LinkedIn.
Aurora's common shares trade on the NASDAQ and TSX under the symbol "ACB".
Contacts
Aurora has filed a Solicitation/Recommendation Statement on Schedule 14D-9F with the U.S. Securities and Exchange Commission (the “SEC”), which includes a Directors’ Circular, dated September 1, 2026, as amended by the Notice of Change of Aurora dated October 14, 2026. Investors are urged to read this document and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, when they become available, before making any investment decision with respect to the Hostile Bid. The Hostile Bid is made for the securities of a Canadian issuer and while the Hostile Bid is subject to disclosure requirements of Canada, investors should be aware that these requirements are different from those of the United States. The enforcement by investors of civil liabilities under the U.S. federal securities laws may be affected adversely by the fact that the issuer is located in Canada, and that some or all of its officers and directors are residents of Canada.
Forward-Looking Information
This news release contains certain forward-looking statements and forward-looking information (collectively, "forward-looking statements"), including forward-looking statements within the meaning of the "safe harbor" provisions of applicable securities legislation, that are based on Organigram’s and Aurora's current expectations, estimates, projections and assumptions in light of their experience and their perception of historical trends. In some cases, forward-looking statements can be identified by terminology such as "expects", "will", "would", "anticipates", "plans", "estimates", "develop", "intends", "potential", "continue", "could", "create", and similar expressions suggesting future events or future performance. Forward-looking statements are often, but not always, identified by such words. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.
In particular, this news release contains forward-looking statements, including certain financial outlooks, pertaining to, without limitation, the following: the Transaction; the anticipated closing date and the anticipated benefits of the Transaction to Organigram’s and Aurora’s respective securityholders and stakeholders; the Consideration to be received by Aurora’s shareholders pursuant to the Transaction; the number of Organigram Share and Preferred Shares to be issued in respect of the Private Placement; the terms of the Private Placement; Organigram’s shareholders’ level of ownership in the combined company following closing of the Transaction; Organigram’s ability to finance the Transaction, including by way of the Private Placement and through Organigram’s existing credit facility; the anticipated operational and strategic benefits of the Transaction; the expected size, cash flow, growth and capacity of the combined company; the respective aggregate shareholdings of Organigram and Aurora shareholders in the combined company following the completion of the Transaction; the anticipated risks and results of accepting the Hostile Bid; management of the combined company; the anticipated timing and the contents of mailing the joint information circular regarding the Transaction; the anticipated timing of the special meetings of the shareholders of Aurora and Organigram.
Forward-looking statements also include, without limitation, the inherent uncertainty associated with the financial and other projections contained in this news release (including projections relating to revenue, enhanced liquidity and valuation) and the anticipated C$50 million in identified synergies resulting from the Transaction, including savings from cross-selling across Organigram’s and Aurora’s Canadian and international market, procurement scale, consolidated distribution, expenses and routing international demand across a combined company network.
These forward-looking statements are based on certain assumptions and analysis, including, among other things: the ability of the parties to satisfy the conditions to closing of the Transaction in a timely manner and substantially on the terms described in this news release; that the Transaction will be completed in the timelines and on the terms currently anticipated; that the Transaction will receive the requisite shareholder approval at the special meetings of the shareholders of Organigram and Aurora; that Organigram shareholders will vote to approve the Private Placement at the special meeting of Organigram shareholders; that a significant number of Aurora Shares are not tendered to the Hostile Bid; that all necessary court, stock exchange and regulatory approvals will be obtained on the necessary terms and in a timely manner, including all necessary regulatory approvals in Germany; that Organigram will come to terms with BAT in respect of the Private Placement; that the conditions to closing the Private Placement and receipt of funding under Organigram’s existing credit facility will be satisfied within a reasonable period of time or at all; the availability of capital to fund future capital requirements; that the combined company's future results of operations will be consistent with past performance and management expectations in relation thereto; general assumptions respecting the business and operations of both Organigram and Aurora, including that each business will continue to operate in a manner consistent with past practice; that the anticipated C$50 million in run rate cost synergies will result in savings in respect of the combined company’s future operations; prevailing regulatory, tax and environmental laws and regulations; interest rates, tax rates and foreign exchange rates; future capital and other expenditures; future operating costs; that counterparties will comply with contracts in a timely manner; that there are no unforeseen events preventing the performance of contracts; the amount of any future liabilities from litigation and environmental incidents; and the impact of increasing competition on the combined company.
Although Organigram and Aurora believe the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these expectations, factors and assumptions will prove to be correct. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties including, but not limited to: the ability of the parties to receive, in a timely manner, the necessary regulatory, court, securityholder, stock exchange and other third-party approvals, including but not limited to approval from the TSX and foreign direct investment clearance from the German Federal Ministry for Economic Affairs and Energy required to close the Transaction; the timing and outcome of any such regulatory review negatively impacting the Transaction; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Transaction; the failure to realize the anticipated benefits or $50 million in anticipated run rate cost synergies of the Transaction following closing due to integration issues or otherwise and expectations and assumptions concerning, among other things: customer demand for the combined company's products and services; interest and foreign exchange rates; planned synergies, capital efficiencies and cost-savings; applicable tax laws; labour and material shortages; non-performance or default by counterparties to agreements which Organigram or one or more of its affiliates has entered into in respect of its business; the impact of competitive entities and pricing; reliance on key relationships and agreements; actions by governmental or regulatory authorities, including changes in tax laws and treatment; fluctuations in operating results; adverse general economic and market conditions in Canada, Germany and worldwide, including changes, or prolonged weaknesses, as applicable, in interest rates, foreign currency exchange rates, and overall industry activity levels; the political environment in North America and Europe, and public opinion; ability to access various sources of debt and equity capital; counterparty credit risk; technology and cyber security risks; natural catastrophes; and certain other risks detailed from time to time in Organigram 's public disclosure documents available at www.sedarplus.com, www.sec.gov and through Organigram 's website at www.organigram.ca and in Aurora's public disclosure documents available at www.sedarplus.com, www.sec.gov and through Aurora's website at www.auroramedical.com. In addition, the closing of the Transaction may not be completed, or may be delayed if the parties' respective conditions to the closing of the Transaction, including the timely receipt of all necessary regulatory approvals, are not satisfied on the anticipated timelines or at all. Accordingly, there is a risk that the Transaction will not be completed within the anticipated time, on the terms currently proposed and disclosed in this news release or at all.
This list of risk factors should not be construed as exhaustive. Readers are cautioned that events or circumstances could cause results to differ materially from those predicted, forecasted or projected. The forward-looking statements contained in this news release speak only as of the date of this news release. Neither Organigram nor Aurora undertakes any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
Required Early Warning Disclosure
The Private Placement Shares will be issued directly from treasury, and accordingly, the Private Placement does not constitute a take-over bid under National Instrument 62-104 – Take-Over Bids and Issuer Bids. The Private Placement Shares are being issued in reliance on the accredited investor exemption under section 2.3 of National Instrument 45-106 – Prospectus Exemptions.
The following table illustrates BAT’s current shareholdings in Organigram, as well as its expected shareholdings in Organigram on completion of the Private Placement and Transaction. The following figures are basic only (except where otherwise indicated) and are based on Organigram Shares issued and outstanding as of November 2, 2026. The following figures are presented and calculated in accordance with, and provided for purposes of compliance with, National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”) and Form 62-103F1 – Required Disclosure Under the Early Warning Requirements.
|
Holdings (% of class) |
Current
( |
Private Placement |
Pro-Forma Private Placement + Transaction **± |
|
|
42,231,089 (30%) |
95,397,664
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143,142,947 (30%) |
|
|
49,204,021 (100%) |
45,594,817
|
94,798,839 (100%) |
|
|
94,688,693 (49%) |
144,246,063 |
241,195,368 (42%) |
**Assumes the issuance of the maximum of 205,826,172 Organigram Shares to Aurora shareholders under the Transaction and the exchange rate described above.
± Assumes the issuance of the maximum of 5,514,194 Organigram Shares to the sellers in connection with Organigram’s previously completed acquisition of
Unless otherwise consented to in writing by
Pursuant to the second amended and restated investor rights agreement entered into on
On closing of the Private Placement,
The foregoing is a summary only and is qualified in its entirety by reference to the full text of the Subscription Agreement and the Arrangement Agreement, each of which will be filed under Organigram’s profile on SEDAR+ at www.sedarplus.ca.
This press release is being issued, in part, pursuant to NI 62-103, which requires an early warning report to be filed under Organigram’s profile on SEDAR+ at www.sedarplus.ca containing additional information respecting the foregoing matters. You may also contact BAT’s media centre at +44 (0) 20 7845 2888,
1 The day prior to the announcement by Curaleaf of its intention to launch a hostile takeover bid for Aurora.
2 Based on the 20-day VWAP of Curaleaf shares traded on the TSX on
3 Based on the 20-day VWAP of Curaleaf shares traded on the TSX on
View source version on businesswire.com: https://www.businesswire.com/news/home/20261103746636/en/
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Aurora
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Aurora shareholders with questions about the Transaction announced today, Curaleaf’s Hostile Bid or who would like to stay informed may contact
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Toll-Free (within
North America ): 1-800-749-9052 - Call or Text: 416-623-4172
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