Aurora Cannabis Inc. / 21P
Дата на съобщението : 21.09.2026 13:34
Тип на съобщението : Ново съобщение
ISIN : CA05156X8504
Тип на събитието : Търгово предложение/Оферта за обратно изкупуване
Описание на събитието : Оферта, направена на акционерите от трето лице, което иска от тях да продадат при определени условия или да оферират, или да заменят своите ценни книжа.
Допълнителна информация
ORIGINAL NOTIFICATION . . . SUMMARY . INSTRUCTIONS PER BO: NO BO DISCLOSURE REQUIRED: NO PAPERWORK: NO . . 1. EVENT DETAILS . PLEASE BE ADVISED OF TENDER OFFER BY CURALEAF HOLDING, INC. . CURALEAF HOLDINGS, INC. ('CURALEAF' OR THE 'OFFEROR')
HEREBY OFFERS TO PURCHASE (THE 'OFFER'), ON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER, ALL OF THE ISSUED AND OUTSTANDING COMMON SHARES (THE 'COMMON SHARES')
IN THE CAPITAL OF AURORA CANNABIS INC. ('AURORA' OR THE 'COMPANY'), TOGETHER WITH THE ASSOCIATED RIGHTS TO PURCHASE COMMON SHARES (THE 'SRP RIGHTS')
ISSUED AND OUTSTANDING UNDER THE SHAREHOLDER RIGHTS PLAN (AS DEFINED HEREIN), INCLUDIN G ANY COMMON SHARES THAT MAY BECOME ISSUED AND OUTSTANDING AFTER THE DATE OF THE OFFER BUT PRIOR TO THE EXPIRY TIME (AS DEFINED HEREIN). THE OFFEROR HAS STRUCTURED THE OFFER TO MEET THE REQUIREMENTS OF A 'PERMITTED BID' UNDER THE SHAREHOLDER RIGHTS PLAN. . THE OFFER IS OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (MOUNTAIN TIME)
ON DECEMBER 1, 2026 (THE ' EXPIRY TIME'), UNLESS THE OFFER IS EXTENDED, ACCELERATED OR WITHDRAWN BY THE OFFEROR IN ACCORDANCE WITH ITS TERMS. . THE OFFEROR HEREBY OFFERS TO PURCHASE, ON THE TERMS AND SUBJECT TO THE CONDITIONS OF THIS OFFER, ALL OF THE ISSUED AND OUTSTANDING COMMON SHARES, TOGETHER WITH THE ASSOCIATED SRP RIGHTS, INCLUDING ANY COMMON SHARES THAT MAY BECOME ISSUED AND OUTSTANDING AFTER THE DATE OF THE OFFER BUT PRIOR TO THE EXPIRY TIME. . UPON ACCEPTANCE OF THE OFFER, EACH COMPANY SHAREHOLDER WHOSE COMMON SHARES ARE TAKEN UP BY THE OFFEROR WILL BE ENTITLED TO RECEIVE, FOR EACH COMMON SHARE, USD 0.75 IN CASH (ALSO CALLED THE CASH CONSIDERATION)
AND 0.3463 (ALSO CALLED THE BASE EXCHANGE RATIO)
OF AN OFFEROR SHARE, SUBJECT TO A MAXIMUM VALUE PER COMMON SHARE OF USD 5.00 (ALSO CALLED THE CAP PRICE). . IF, ON THE EARLIER OF THE EXPIRY TIME AND THE DATE ON WHICH ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED OR WAIVED BY THE OFFEROR, THE CALCULATION DATE VWAP OF THE OFFEROR SHARES TRADED ON THE TSX IS GREATER THAN DOLLAR 17.05 (ASSUMING AN EXCH ANGE RATE FOR U.S. DOLLARS OF 1.00 USD 0.7200)
PER OFFEROR SHARE, THE NUMBER OF OFFEROR SHARES THAT A COMPANY SHAREHOLDER WILL RECEIVE FOR EACH COMMON SHARE WILL BE CALCULATED BY DIVIDING THE CAP PRICE OF USD 5.00 (LESS THE CASH CONSIDERATION OF USD 0.75)
BY THE CALCULATION DATE VWAP (ALSO CALLED THE CAP EXCHANGE RATIO). OPTION 001: CASH AND SH ARE ELECTION (EXCEPT FOR OPTIONS 002 TO 008)
. OPTION 2: CASH AND SHARE ELECTION - HOLDER REPRESENTS THAT IT IS NOT A RESIDENT OF CANADA FOR CANADIAN TAX PURPOSES AND IT IS NOT A U.S. COMPANY SHAREHOLDER AND IS NOT ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER. OPTION 3: CASH AND SHARE ELECTION - HOLDER REPRESENTS THAT IT IS A RESIDENT OF CAN ADA FOR CANADIAN TAX PURPOSES AND IT IS A U.S. COMPANY SHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER. HOLDER FURTHER REPRESENTS THAT IT IS NOT A RESIDENT OF ONE OF THE RESTRICTED STATES. . OPTION4: CASH AND SHARE ELECTION - HOLDER REPRESENTS THAT IT IS A RESIDENT OF CANADA FOR CANADIAN TAX PURPOSES AND IT IS A U.S. COMPANY SHAR EHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER. HOLDER FURTHER REPRESENTS THAT IT IS A RESIDENT OF A RESTRICTED STATE AND QUALIFIES AS AN EXEMPT INSTITUTIONAL INVESTOR UNDER THE SECURITIES LAWS OF SUCH RESTRICTED STATE. . OPTION 5: CASH ELECTION (SUBJECT TO PRORATION)
- HOLDER REPRESENTS THAT IT IS A RESIDENT OF CANADA FOR CANADIAN TAX PURPOSES AND IT IS A U.S. COMPANY SHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER. HOLDER FURTHER REPRESENTS THAT IT IS A RESIDENT OF A RESTRICTED STATE AND DOES NOT QUALIFY AS AN EXEMPT INSTITUTIONAL INVESTOR UNDER THE SECURITIES LAWS OF SUCH RESTRICTED STATE. . OPTION 6: CASH AND SHARE ELECTION - HOLDER REPRESENTS THAT I T IS NOT A RESIDENT OF CANADA FOR CANADIAN TAX PURPOSES AND IT IS A U.S. COMPANY SHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER. HOLDER FURTHER REPRESENTS THAT IT IS NOT A RESIDENT OF ONE OF THE RESTRICTED STATES. . OPTION 7: CASH AND SHARE ELECTION - HOLDER REPRESENTS THAT IT IS NOT A RESIDENT OF CANADA FOR CANADIAN TAX PURPOS ES AND IT IS A U.S. COMPANY SHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER. HOLDER FURTHER REPRESENTS THAT IT IS A RESIDENT OF A RESTRICTED STATE AND QUALIFIES AS AN EXEMPT INSTITUTIONAL INVESTOR UNDER THE SECURITIES LAWS OF SUCH RESTRICTED STATE. . OPTION 8: CASH ELECTION (SUBJECT TO PRORATION)
- HOLDER REPRESENTS THAT IT IS N OT A RESIDENT OF CANADA FOR CANADIAN TAX PURPOSES AND IT IS A U.S. COMPANY SHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER. HOLDER FURTHER REPRESENTS THAT IT IS A RESIDENT OF A RESTRICTED STATE AND DOES NOT QUALIFY AS AN EXEMPT INSTITUTIONAL INVESTOR UNDER THE SECURITIES LAWS OF SUCH RESTRICTED STATE. OPTION 009: TAKE NO ACT ION (DEFAULT)
. SRP RIGHTS: UNLESS WAIVED BY THE OFFEROR, HOLDERS OF COMMON SHARES ARE REQUIRED TO DEPOSIT ONE SRP RIGHT FOR EACH COMMON SHARE IN ORDER TO EFFECT A VALID DEPOSIT OF SUCH COMMON SHARE OR, IF AVAILABLE, A BOOK ENTRY CONFIRMATION MUST BE RECEIVED BY THE DEPOSITARY WITH RESPECT THERETO. . AS PER THE INFORMATION RECEIVED FROM THE AGENT, THE SRP RIGHTS ARE IN CONNECTION WITH AURORA'S POISON PILL AND ARE ONLY TRIGGERED UNDER CERTAIN CIRCUMSTANCES WHICH WE DON'T ANTICIPATE OCCURRING. . AS OUTLINED IN THE CIRCULAR PAGE 27 SECTION 1 OF THE OFFER TO PURCHASE, COMPANY SHAREHOLDERS WHO HAVE DEPOSITED COMMON SHARES WILL BE DEEMED TO HAVE DEPOSITED THE SRP RIGHTS ASSOCIATED WITH SUCH COMMO N SHARES. NO ADDITIONAL PAYMENT WILL BE MADE FOR THE SRP RIGHTS AND NO AMOUNT OF THE CONSIDERATION TO BE PAID BY THE OFFEROR WILL BE ALLOCATED TO THE SRP RIGHTS. . IF FOR SOME REMOTE REASON THE SRP IS TRIGGERED AND CURALEAF DECIDES TO PROCEED WITH THE OFFER, WE WILL BE SURE TO PROVIDE FURTHER INSTRUCTIONS. . HOLDERS ARE ADVISED THAT THE SRP RIGH TS WILL NOT BE HANDLED THROUGH THE CLEARSTREAM. . AS PER THE OFFER TO PURCHASE DATED 18AUG2026: IF THE COMMON SHARES ARE TAXABLE CANADIAN PROPERTY OF THE NON-RESIDENT HOLDER AT THE TIME OF THEIR DISPOSITION AND ARE NOT 'TREATY-PROTECTED PROPERTY' OF THE NON-RESIDENT HOLDER FOR PURPOSES OF THE TAX ACT, THE NON-RESIDENT HOLDER MAY BE SUBJECT TO T AX UNDER THE TAX ACT IN RESPECT OF ANY CAPITAL GAIN REALIZED ON THE DISPOSITION. IN SUCH CIRCUMSTANCES, A NON-RESIDENT HOLDER WOULD GENERALLY BE SUBJECT TO THE SAME CANADIAN TAX CONSEQUENCES DISCUSSED ABOVE FOR A NON-RESIDENT HOLDER UNDER THE HEADINGS 'HOLDERS NOT RESIDENT IN CANADA - DISPOSITION OF COMMON SHARES PURSUANT TO THE OFFER. . FURTHERMO RE, IF THE COMMON SHARES CONSTITUTE TAXABLE CANADIAN PROPERTY (OTHER THAN TREATY-PROTECTED PROPERTY)
AND ARE NOT LISTED ON A DESIGNATED STOCK EXCHANGE AT THE TIME OF THEIR DISPOSITION, THE NOTIFICATION AND, IN CERTAIN CIRCUMSTANCES, THE WITHHOLDING PROVISIONS OF SECTION 116 OF THE TAX ACT WILL APPLY TO THE NON-RESIDENT HOLDER WITH THE RESULT THAT , AMONG OTHER THINGS, UNLESS THE OFFEROR (OR SUCCESSOR, AS APPLICABLE)
HAS RECEIVED A CLEARANCE CERTIFICATE PURSUANT TO SECTION 116 OF THE TAX ACT RELATING TO THE DISPOSITION OF A NON-RESIDENT HOLDER'S COMMON SHARES, OR EVIDENCE, SATISFACTORY TO THE OFFEROR (OR SUCCESSOR, AS APPLICABLE), THAT THE COMMON SHARES ARE 'TREATY-PROTECTED PROPERTY' OF TH E NON-RESIDENT HOLDER, THE OFFEROR WILL DEDUCT OR WITHHOLD 25 PERCENT FROM ANY PAYMENTS MADE TO THE NON-RESIDENT HOLDER AND WILL REMIT SUCH AMOUNT TO THE RECEIVER
Тип на съобщението : Ново съобщение
ISIN : CA05156X8504
Тип на събитието : Търгово предложение/Оферта за обратно изкупуване
Описание на събитието : Оферта, направена на акционерите от трето лице, което иска от тях да продадат при определени условия или да оферират, или да заменят своите ценни книжа.
Допълнителна информация
ORIGINAL NOTIFICATION . . . SUMMARY . INSTRUCTIONS PER BO: NO BO DISCLOSURE REQUIRED: NO PAPERWORK: NO . . 1. EVENT DETAILS . PLEASE BE ADVISED OF TENDER OFFER BY CURALEAF HOLDING, INC. . CURALEAF HOLDINGS, INC. ('CURALEAF' OR THE 'OFFEROR')
HEREBY OFFERS TO PURCHASE (THE 'OFFER'), ON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER, ALL OF THE ISSUED AND OUTSTANDING COMMON SHARES (THE 'COMMON SHARES')
IN THE CAPITAL OF AURORA CANNABIS INC. ('AURORA' OR THE 'COMPANY'), TOGETHER WITH THE ASSOCIATED RIGHTS TO PURCHASE COMMON SHARES (THE 'SRP RIGHTS')
ISSUED AND OUTSTANDING UNDER THE SHAREHOLDER RIGHTS PLAN (AS DEFINED HEREIN), INCLUDIN G ANY COMMON SHARES THAT MAY BECOME ISSUED AND OUTSTANDING AFTER THE DATE OF THE OFFER BUT PRIOR TO THE EXPIRY TIME (AS DEFINED HEREIN). THE OFFEROR HAS STRUCTURED THE OFFER TO MEET THE REQUIREMENTS OF A 'PERMITTED BID' UNDER THE SHAREHOLDER RIGHTS PLAN. . THE OFFER IS OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (MOUNTAIN TIME)
ON DECEMBER 1, 2026 (THE ' EXPIRY TIME'), UNLESS THE OFFER IS EXTENDED, ACCELERATED OR WITHDRAWN BY THE OFFEROR IN ACCORDANCE WITH ITS TERMS. . THE OFFEROR HEREBY OFFERS TO PURCHASE, ON THE TERMS AND SUBJECT TO THE CONDITIONS OF THIS OFFER, ALL OF THE ISSUED AND OUTSTANDING COMMON SHARES, TOGETHER WITH THE ASSOCIATED SRP RIGHTS, INCLUDING ANY COMMON SHARES THAT MAY BECOME ISSUED AND OUTSTANDING AFTER THE DATE OF THE OFFER BUT PRIOR TO THE EXPIRY TIME. . UPON ACCEPTANCE OF THE OFFER, EACH COMPANY SHAREHOLDER WHOSE COMMON SHARES ARE TAKEN UP BY THE OFFEROR WILL BE ENTITLED TO RECEIVE, FOR EACH COMMON SHARE, USD 0.75 IN CASH (ALSO CALLED THE CASH CONSIDERATION)
AND 0.3463 (ALSO CALLED THE BASE EXCHANGE RATIO)
OF AN OFFEROR SHARE, SUBJECT TO A MAXIMUM VALUE PER COMMON SHARE OF USD 5.00 (ALSO CALLED THE CAP PRICE). . IF, ON THE EARLIER OF THE EXPIRY TIME AND THE DATE ON WHICH ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED OR WAIVED BY THE OFFEROR, THE CALCULATION DATE VWAP OF THE OFFEROR SHARES TRADED ON THE TSX IS GREATER THAN DOLLAR 17.05 (ASSUMING AN EXCH ANGE RATE FOR U.S. DOLLARS OF 1.00 USD 0.7200)
PER OFFEROR SHARE, THE NUMBER OF OFFEROR SHARES THAT A COMPANY SHAREHOLDER WILL RECEIVE FOR EACH COMMON SHARE WILL BE CALCULATED BY DIVIDING THE CAP PRICE OF USD 5.00 (LESS THE CASH CONSIDERATION OF USD 0.75)
BY THE CALCULATION DATE VWAP (ALSO CALLED THE CAP EXCHANGE RATIO). OPTION 001: CASH AND SH ARE ELECTION (EXCEPT FOR OPTIONS 002 TO 008)
. OPTION 2: CASH AND SHARE ELECTION - HOLDER REPRESENTS THAT IT IS NOT A RESIDENT OF CANADA FOR CANADIAN TAX PURPOSES AND IT IS NOT A U.S. COMPANY SHAREHOLDER AND IS NOT ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER. OPTION 3: CASH AND SHARE ELECTION - HOLDER REPRESENTS THAT IT IS A RESIDENT OF CAN ADA FOR CANADIAN TAX PURPOSES AND IT IS A U.S. COMPANY SHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER. HOLDER FURTHER REPRESENTS THAT IT IS NOT A RESIDENT OF ONE OF THE RESTRICTED STATES. . OPTION4: CASH AND SHARE ELECTION - HOLDER REPRESENTS THAT IT IS A RESIDENT OF CANADA FOR CANADIAN TAX PURPOSES AND IT IS A U.S. COMPANY SHAR EHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER. HOLDER FURTHER REPRESENTS THAT IT IS A RESIDENT OF A RESTRICTED STATE AND QUALIFIES AS AN EXEMPT INSTITUTIONAL INVESTOR UNDER THE SECURITIES LAWS OF SUCH RESTRICTED STATE. . OPTION 5: CASH ELECTION (SUBJECT TO PRORATION)
- HOLDER REPRESENTS THAT IT IS A RESIDENT OF CANADA FOR CANADIAN TAX PURPOSES AND IT IS A U.S. COMPANY SHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER. HOLDER FURTHER REPRESENTS THAT IT IS A RESIDENT OF A RESTRICTED STATE AND DOES NOT QUALIFY AS AN EXEMPT INSTITUTIONAL INVESTOR UNDER THE SECURITIES LAWS OF SUCH RESTRICTED STATE. . OPTION 6: CASH AND SHARE ELECTION - HOLDER REPRESENTS THAT I T IS NOT A RESIDENT OF CANADA FOR CANADIAN TAX PURPOSES AND IT IS A U.S. COMPANY SHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER. HOLDER FURTHER REPRESENTS THAT IT IS NOT A RESIDENT OF ONE OF THE RESTRICTED STATES. . OPTION 7: CASH AND SHARE ELECTION - HOLDER REPRESENTS THAT IT IS NOT A RESIDENT OF CANADA FOR CANADIAN TAX PURPOS ES AND IT IS A U.S. COMPANY SHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER. HOLDER FURTHER REPRESENTS THAT IT IS A RESIDENT OF A RESTRICTED STATE AND QUALIFIES AS AN EXEMPT INSTITUTIONAL INVESTOR UNDER THE SECURITIES LAWS OF SUCH RESTRICTED STATE. . OPTION 8: CASH ELECTION (SUBJECT TO PRORATION)
- HOLDER REPRESENTS THAT IT IS N OT A RESIDENT OF CANADA FOR CANADIAN TAX PURPOSES AND IT IS A U.S. COMPANY SHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER. HOLDER FURTHER REPRESENTS THAT IT IS A RESIDENT OF A RESTRICTED STATE AND DOES NOT QUALIFY AS AN EXEMPT INSTITUTIONAL INVESTOR UNDER THE SECURITIES LAWS OF SUCH RESTRICTED STATE. OPTION 009: TAKE NO ACT ION (DEFAULT)
. SRP RIGHTS: UNLESS WAIVED BY THE OFFEROR, HOLDERS OF COMMON SHARES ARE REQUIRED TO DEPOSIT ONE SRP RIGHT FOR EACH COMMON SHARE IN ORDER TO EFFECT A VALID DEPOSIT OF SUCH COMMON SHARE OR, IF AVAILABLE, A BOOK ENTRY CONFIRMATION MUST BE RECEIVED BY THE DEPOSITARY WITH RESPECT THERETO. . AS PER THE INFORMATION RECEIVED FROM THE AGENT, THE SRP RIGHTS ARE IN CONNECTION WITH AURORA'S POISON PILL AND ARE ONLY TRIGGERED UNDER CERTAIN CIRCUMSTANCES WHICH WE DON'T ANTICIPATE OCCURRING. . AS OUTLINED IN THE CIRCULAR PAGE 27 SECTION 1 OF THE OFFER TO PURCHASE, COMPANY SHAREHOLDERS WHO HAVE DEPOSITED COMMON SHARES WILL BE DEEMED TO HAVE DEPOSITED THE SRP RIGHTS ASSOCIATED WITH SUCH COMMO N SHARES. NO ADDITIONAL PAYMENT WILL BE MADE FOR THE SRP RIGHTS AND NO AMOUNT OF THE CONSIDERATION TO BE PAID BY THE OFFEROR WILL BE ALLOCATED TO THE SRP RIGHTS. . IF FOR SOME REMOTE REASON THE SRP IS TRIGGERED AND CURALEAF DECIDES TO PROCEED WITH THE OFFER, WE WILL BE SURE TO PROVIDE FURTHER INSTRUCTIONS. . HOLDERS ARE ADVISED THAT THE SRP RIGH TS WILL NOT BE HANDLED THROUGH THE CLEARSTREAM. . AS PER THE OFFER TO PURCHASE DATED 18AUG2026: IF THE COMMON SHARES ARE TAXABLE CANADIAN PROPERTY OF THE NON-RESIDENT HOLDER AT THE TIME OF THEIR DISPOSITION AND ARE NOT 'TREATY-PROTECTED PROPERTY' OF THE NON-RESIDENT HOLDER FOR PURPOSES OF THE TAX ACT, THE NON-RESIDENT HOLDER MAY BE SUBJECT TO T AX UNDER THE TAX ACT IN RESPECT OF ANY CAPITAL GAIN REALIZED ON THE DISPOSITION. IN SUCH CIRCUMSTANCES, A NON-RESIDENT HOLDER WOULD GENERALLY BE SUBJECT TO THE SAME CANADIAN TAX CONSEQUENCES DISCUSSED ABOVE FOR A NON-RESIDENT HOLDER UNDER THE HEADINGS 'HOLDERS NOT RESIDENT IN CANADA - DISPOSITION OF COMMON SHARES PURSUANT TO THE OFFER. . FURTHERMO RE, IF THE COMMON SHARES CONSTITUTE TAXABLE CANADIAN PROPERTY (OTHER THAN TREATY-PROTECTED PROPERTY)
AND ARE NOT LISTED ON A DESIGNATED STOCK EXCHANGE AT THE TIME OF THEIR DISPOSITION, THE NOTIFICATION AND, IN CERTAIN CIRCUMSTANCES, THE WITHHOLDING PROVISIONS OF SECTION 116 OF THE TAX ACT WILL APPLY TO THE NON-RESIDENT HOLDER WITH THE RESULT THAT , AMONG OTHER THINGS, UNLESS THE OFFEROR (OR SUCCESSOR, AS APPLICABLE)
HAS RECEIVED A CLEARANCE CERTIFICATE PURSUANT TO SECTION 116 OF THE TAX ACT RELATING TO THE DISPOSITION OF A NON-RESIDENT HOLDER'S COMMON SHARES, OR EVIDENCE, SATISFACTORY TO THE OFFEROR (OR SUCCESSOR, AS APPLICABLE), THAT THE COMMON SHARES ARE 'TREATY-PROTECTED PROPERTY' OF TH E NON-RESIDENT HOLDER, THE OFFEROR WILL DEDUCT OR WITHHOLD 25 PERCENT FROM ANY PAYMENTS MADE TO THE NON-RESIDENT HOLDER AND WILL REMIT SUCH AMOUNT TO THE RECEIVER
Безплатна демо сметка
