TORONTO & EDMONTON, Alberta--(BUSINESS WIRE)--Organigram Global Inc. (NASDAQ: OGI) (TSX: OGI) (“Organigram”) and Aurora Cannabis Inc. (NASDAQ: ACB) (TSX: ACB) (“Aurora”) today announced that they have entered into an arrangement agreement (the “Arrangement Agreement”) pursuant to which Organigram will acquire all of the issued and outstanding common shares (the “Aurora Shares”) of Aurora at a price of C$7.80 per Aurora Common Share (the “Transaction”).


The Transaction values Aurora at approximately C$561 million on a fully diluted equity value basis. The consideration represents a 93% premium to the unaffected closing share price of Aurora Shares on the TSX as of August 10, 2026, the last full trading day of Aurora prior to the announcement by Curaleaf Holdings, Inc. (“Curaleaf”) of its intention to launch a hostile takeover bid for Aurora (the “Unaffected Price”), and a 21% premium relative to the current bid value of the Curaleaf hostile offer3 (the “Hostile Bid”) as most recently amended on October 6, 2026, which was unanimously rejected by Aurora’s Board of Directors.
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, Organigram and Aurora will create a global cannabis champion with a leadership position in Canada, Europe and Australia and a growing presence across other key regions. The two Canadian-headquartered cannabis companies will boast a global platform with greater scale, broader capabilities, financial strength and international reach. Organigram’s recreational cannabis leadership, production network, R&D platform and European medical commercial operations complement Aurora’s global medical cannabis leadership, established international presence, and EU-GMP certified manufacturing capabilities. The combined company will also benefit from the support of Organigram’s cornerstone strategic shareholder, BT DE Investments Inc., a wholly-owned indirect subsidiary of British American Tobacco (“BAT”), a global consumer goods company with demonstrable innovation, marketing and product development capabilities around the world.
“This Transaction is a defining step in Organigram’s strategy to build a disciplined, global cannabis leader,” said James Yamanaka, CEO of Organigram. “By bringing together Aurora’s established global medical cannabis platform with our Canadian operations and growing international footprint, we are creating a larger, stronger, and more diversified company. We are excited to build on our complementary operations, expertise, capital resources, and cultures to accelerate growth, meet the growing global demand, and drive long-term profitable growth.”
“Combining with Organigram will accelerate Aurora’s international growth strategy by strengthening commercial execution, expanding our product and R&D capabilities, and extending our global operating network,” said Miguel Martin, Executive Chairman and CEO of Aurora. “For Aurora’s shareholders, the Transaction is the result of a robust strategic review process and delivers compelling value today, meaningful choice in how they receive it and the opportunity to participate in the future of a leading cannabis company.”
Compelling Strategic and Financial Rationale
Transaction Details
Under the terms of the Arrangement Agreement, Aurora shareholders will have the option to elect to receive:
The Transaction will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and is subject to the following approvals:
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 Organigram shareholders at a special meeting of Organigram shareholders, excluding votes held by BAT, as required under MI 61-101 and the rules of the TSX.
Details of the Transaction and the required shareholder votes will be included in a joint information circular that Organigram and Aurora expect to mail to their respective shareholders in due course. The special meetings for Organigram shareholders and Aurora shareholders are expected to be held in December 2026.
BAT, which is entitled to cast 30% of the votes attaching to Organigram Shares, has entered into an irrevocable voting agreement agreeing to vote its Organigram Shares in favour of the Transaction and against any competing acquisition proposals. The voting agreement with BAT will not be terminable until six months following termination of the Arrangement Agreement in certain circumstances. In addition, each of the other directors and officers of each of Aurora and Organigram have entered into customary voting agreements agreeing to vote their Aurora Shares or Organigram Shares in favour of the Transaction. The voting and support agreements with directors and officers will terminate automatically upon termination of the Arrangement Agreement.
In addition to the shareholder approvals, the Transaction will be subject to regulatory approvals, as well as the approval of the Supreme Court of British Columbia. Subject to the satisfaction of such conditions, the Transaction is expected to be completed in January 2027.
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.
BAT Concurrent Private Placement / Financing
In connection with financing the Transaction and concurrently with the closing of the Transaction, BAT will acquire, on a private placement basis (the “Private Placement”), 141.0 million Organigram Shares at a price of C$1.33 per share for gross proceeds of £0.70926 (or C$1.33 based on the GBP/CAD exchange rate on November 2, 2026) million for total gross proceeds of £100,000,000 (or C$187.5 million based on the GBP/CAD exchange rate on November 2, 2026) (the “Private Placement Proceeds”) pursuant to the terms of a subscription agreement dated November 2, 2026 (the “Subscription Agreement”). To the extent BAT’s ownership of Organigram Shares in Organigram exceeds 30.0% of the total issued and outstanding Organigram Shares on a post-issuance basis (the “30% Threshold”), BAT would, in lieu of Organigram Shares, be issued non-voting Class A convertible preferred shares of Organigram (the “Preferred Shares”). The Private Placement Proceeds will be used to finance the cash portion of the Consideration and certain related transaction expenses of Organigram. The Preferred Shares are eligible for conversion into Organigram Shares in accordance with their terms, provided that such conversion would not result in ownership by BAT or its affiliates, associates, related parties and any joint actors exceeding 30.0% of the total issued and outstanding Organigram Shares on a post-conversion basis.
ATB Financial Senior Secured Credit Facilities
ATB Financial ("ATB") has provided a fully committed and underwritten commitment for senior secured credit facilities of up to $210 million (the "Loan Facilities"). The Loan Facilities will be established by amending and restating Organigram's existing $70 million senior secured credit agreement with ATB. ATB alone is providing the full commitment, as lead arranger and sole bookrunner. ATB's commitment is not conditional on syndication. ATB may syndicate a portion of the Loan Facilities to other lenders, who may become party to the credit agreement from time to time. ATB will also act as administrative agent for the Loan Facilities.
The Loan Facilities include:
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 October 14, 2026. The Aurora Special Committee and the Board of Directors of Aurora (the “Aurora Board”) believe that the Transaction is superior to the Hostile Bid and the best actionable path forward to maximize value for Aurora shareholders.
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 Shares to the Hostile Bid. Aurora intends to file a second Notice of Change to its Directors’ Circular confirming the Aurora Board’s continued recommendation to reject the Hostile Bid and vote in favour of the Transaction (the “Second Notice of Change”), which will be made available on Aurora’s SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov.
Aurora Shareholders who have already tendered their Aurora Shares to the Unsolicited Curaleaf Hostile Offer can withdraw their Aurora Shares by contacting their broker or Kingsdale Advisors by toll free phone call in North America to 1-800-749-9052, or call or text: 416-623-4172 or by email at contactus@kingsdaleadvisors.com.
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 Organigram (the “Organigram Board”), after receiving a recommendation from the Investment Committee of the Organigram Board (the “Investment Committee”). The Investment Committee and the Organigram Board have unanimously determined that the Transaction and the Private Placement are in the best interests of Organigram.
In connection with Organigram’s review and consideration of the Transaction, BMO Capital Markets has provided an opinion to the Investment Committee and the Organigram Board to the effect that, as of the date of such opinion, and subject to the assumptions, limitations and qualifications to be set forth in its written opinion, the Consideration to be paid by Organigram pursuant to the Arrangement Agreement is fair, from a financial point of view, to Organigram.
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, Fort Capital and Origin Merchant Partners have each provided an opinion to the Aurora Special Committee and the Aurora Board to the effect that, as of the date of such opinion, and subject to the assumptions, limitations and qualifications to be set forth in its written opinion, the Consideration to be received by Aurora shareholders pursuant to the Arrangement Agreement is fair, from a financial point of view, to such shareholders.
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 Securities and Exchange Commission on EDGAR (see www.sec.gov).
Advisors and Counsel
BMO Capital Markets is serving as the financial advisor to Organigram in respect of the Transaction and has provided a fairness opinion to the Investment Committee and the Organigram Board. Goodmans LLP is serving as legal advisor to Organigram.
Fort Capital Partners is serving as financial advisor to Aurora in respect of the Transaction and has provided a fairness opinion. Origin Merchant Partners is serving as financial advisor to the Aurora Special Committee and has provided a fairness opinion. Legal counsel to the Aurora Special Committee is Torys LLP. Legal counsel to Aurora is Stikeman Elliott LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP.
Osler, Hoskin & Harcourt LLP is serving as legal counsel to BAT.
To learn more about the Organigram-Aurora Transaction, visit www.OrganigramXAurora.com and www.VoteYesAurora.com.
About Organigram
Organigram Global Inc. is listed on the NASDAQ Global Select Market and TSX. The Company's wholly owned subsidiary, Organigram Inc., is a licensed cultivator and processor. Through its acquisition of Sanity Group GmbH ("Sanity Group"), Organigram participates in the German medical cannabis market and other emerging markets within Europe. Organigram is focused on producing high-quality cannabis for adult consumers, as well as extending the Company's global footprint. Organigram has also developed and acquired a portfolio of cannabis brands, including Edison, Big Bag O' Buds, SHRED, Monjour, Tremblant, Collective Project, Trailblazer, BOXHOT and DEBUNK. Through its acquisition of Sanity Group, Organigram's European brands include Vayamed, avaay, ZOIKS, Endosane Pharmaceuticals, VAAY, and Grashaus Projects. Organigram operates facilities in Moncton, New Brunswick and Lac Supérieur, Quebec, with a dedicated edibles manufacturing facility in Winnipeg, Manitoba. The Company also operates two additional cannabis processing facilities in Southwestern Ontario; one in Aylmer and the other in London. The facility in Aylmer houses best-in-class extraction capabilities, and is optimized for formulation refinement, post-processing of minor cannabinoids, and infused pre-roll production. The facility in London will be optimized for labelling, packaging, and national fulfillment. The Company is regulated by Health Canada under the Cannabis Act and the Cannabis Regulations.
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.
Organigram
For North American Media: Media@organigram.ca
For European Media: Euro.media@organigram.ca
For Investors:
Max Schwartz, Director of Investor Relations
investors@organigram.ca
Organigram shareholders with questions about the Transaction announced today, or who would like to stay informed, may contact Sodali & Co, Organigram’s strategic shareholder advisor and proxy solicitation agent:
Aurora
For Media:
Michelle Lefler, VP, Communications & PR
media@auroramj.com
For Investors:
ICR, Inc., Investor Relations
Aurora@icrinc.com
Aurora shareholders with questions about the Transaction announced today, Curaleaf’s Hostile Bid or who would like to stay informed may contact Kingsdale Advisors, Aurora’s strategic advisor and information agent:
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