Curaleaf to take offer directly to shareholders in bid to buy Edmonton-based Aurora Cannabis

Aurora Cannabis Inc. says it will consider an offer from a U.S. cannabis company making a play to takeover the Edmonton-based firm.

Aurora announced it was forming a special committee to mull the unsolicited bid Tuesday, hours after Curaleaf Holdings Inc. revealed it was preparing a pitch to purchase all of its target's shares.

If successful, the move would create a combined cannabis company with a footprint in 17 countries across Europe, North America and other international markets, Curaleaf said.

The Stamford, Conn.-based company, whose shares are traded on the Toronto Stock Exchange, said it is going public with its plan after multiple attempts to negotiate privately with Aurora's leadership were unsuccessful.

It said Aurora's board refused to engage in discussions after Curaleaf chief executive Boris Jordan sent a formal letter of intent on June 23 outlining the company's proposal. Curaleaf said it sent a follow-up letter on July 7, but Aurora has been "unwilling to engage in constructive discussions" to date.

"We were very disappointed that the board refused to meaningfully engage. We will now take our proposal directly to Aurora shareholders because the premium is significant, the strategic rationale is compelling, and further delay is unjustified," Jordan said in a news release.

"Curaleaf remains ready to engage constructively with Aurora's board to advance this value-maximizing transaction, and we are prepared to move quickly toward a definitive agreement."

Curaleaf said it has proposed paying Aurora shareholders $4 US per share, plus $0.75 US cash for each Aurora share.

Aurora confirmed it received letters from Curaleaf on June 23 and July 7, outlining proposals to acquire Aurora shares. Only the July 7 letter included any proposed financial terms and that note did not outline the mix of cash and share consideration being proposed by Curaleaf, Aurora claimed.

The Canadian cannabis company also denied Curaleaf's claim that it refused to engage with the offer.

Aurora said its lead independent director corresponded with Curaleaf's CEO as recently as July 24, noting that Aurora was "focused on continuing to execute on its business plan over the short to medium term, and did not discourage an ongoing dialogue between the parties going forward."

Aurora will now form a special committee of independent directors to consider the proposal and whether it's in the best interest of stakeholders.

It warns it can't guarantee a deal will be reached and in the meantime, Aurora will continue to operate as usual.

While Curaleaf's interest in pursuing a bid is encouraging, the offer as it stands "undervalues the long-term potential of Aurora's business," said a note published Tuesday by TD Cowen analysts Derek Lessard and Ryan Neal.