Aurora Cannabis董事会建议股东拒绝Curaleaf收购要约

Miguel, you and the board say this undervalues Aurora. I get that I understand the sentiment. Certainly. Apart from that, though, why do you think this is not in shareholders best interests? Well, first and foremost, thanks for having us to talk about this important point. So when we looked at this offer, you know, we look at the totality of the offer and it's our responsibility to do what's best for shareholders. So the first thing the company did is establish a special committee for that with some of the best advisors in North America.

And you referenced the director circular in there. If you see an independent opinion on valuation, you've also seen comments from some of the leading analysts in the cannabis space, particularly TD Callan, all talk about the inadequacy of this offer. And so I think it really comes down to three points. The first point is the actual price for with the cap of $5, doesn't recognize the innate value of these assets. Secondly, for a company that is debt free, with almost 150 million in cash being looked at to take, you know, paper from a company is over $1 billion, uh, in debt and trades on a secondary exchange just doesn't seem to make sense for our shareholders.

And lastly, when you look at the way the offer sort of lands in terms of, you know, common multiples and other valuations, it just doesn't seem to be there. So therefore we've made the recommendation to our shareholders. They've got to make the final determination. In Canada it's 105 days. And so this process will continue. And we put a lot of information uh for our shareholders on protect aurora.com where they can see these details that were laid out in the circular today.

All right. So we've got you laid everything out for us. But what is it going to take to to change your mind. What do they have to do differently. Well, I think very simply, you know, the nature of the offer has to be more compelling in terms of being representative of these assets. By their own admission, these EU GMP production facilities in Canada servicing some of the highest regulatory markets in the world, like Germany and Poland and the UK, have a neat value and that value is increasing.

We think our standalone plan is very compelling. But in terms of that offer, it's got to be commensurate again in the circular. You can see in independent evaluation that the special committee used to look at and lays out exactly sort of the thinking. To your question, is there a price though, or a structure that you could tell us that would bring you to the table? Yeah. I'm not going to tell you the price of the structure.

I can tell you that any offer that comes our way, we will look at. That was the first offer that we've received again through a special committee, which is proper governance. We looked at it, we used external advisers and it was found to be inadequate. There is absolutely a price and absolutely a structure. We owe that to our shareholders. We've always said we'll do what's in the best interest of our shareholders. And again, they get to vote.

This is not, you know, our decision. They have 105 days to tender their shares. We encourage them to reject this offer again because it's inadequate both in its amount as well as its structure. So you are open to other offers than Miguel? Yeah, absolutely. And I think you have to be as a CEO or as a board of a publicly traded company. It's um, you work for shareholders And again, there was valuation work put out in that circular.

And if there was a compelling offer that we thought best met the needs of our shareholders both in price and structure, we would recommend for it. Well, let's talk about the strategy that, that, that, Miguel, you say is working. You argue, uh, that Aurora has transformed into a focused, high margin company. You say business is growing, particularly in international markets, and shareholders should retain value of momentum.

Share with us specific milestones over the next 12 months. That proves this standalone strategy can create more value than Curaleaf offer. Yeah. You know, it's a it's a it's a great question. So first and foremost, what do we agree upon. These are unique production assets that really could not be replicated or replaced in less than, say, 4 or 5 years unless you had hundreds of millions of dollars. So the EU GMP certification that all of our facilities now have, um, you know, are unique and allow us to access these key markets.

You cannot get products into Germany, nor Poland, nor some of these other key markets without that designation. Our facilities have gotten it and have it for three additional years because we just got that certification. So that's the first milestone. Do you have the production capacity to be able to access these markets? I think secondly is are you growing in those high margin key markets? And we are we have a leadership position in Canada, Western Europe, Eastern Europe as well as in Australia and New Zealand.

And then when you look at the overall plan, you know, is it predicated on, you know, things that have to happen, unlike the US where there's a lot of maybe could have what I showed you in terms of whether it's the tax treatment of 280 or the legalization of Rec. The markets that we operate in have, you know, status of established regulatory regimes that we've been able to navigate. Last year, we were Canada's largest exporter.

We just made a big acquisition of another EU GMP facility. So I think, you know, if you're asking for milestones versus the production capacity, what you're seeing. And then secondly, we have earnings on November 4th in which our shareholders will have the opportunity to see how well it's doing. But but clearly, you know, given the uniqueness of these assets, given the right decision to focus on medical cannabis, given the margins of the company, and given the fact that we have no debt with over $140 million in cash, I think you see a compelling argument to get fair value for these offers.

And this offer just wasn't that. I want to just clarify something you said. You said you were the biggest exporter in Canada. Biggest cannabis exporter, biggest overall exporter, biggest, biggest cannabis okay. I just wanted to clarify. Okay. Thank you for taking care of cannabis. Okay. Thank you. Thank you. Uh, Lisa. Yeah. So we talked about medical cabinet cannabis. Um, because you're talking about growth. And I heard you explaining everything, especially overseas.

But what what do you think of the growth of the of the medical cannabis business in general? Medical cannabis has been the best part of the cannabis sort of ecosystem, you know, for the last couple of years. I think a lot of people that are in the U.S. don't understand what medical cannabis means internationally. Internationally, it is a physician providing a prescription to a patient and in most cases that's, you know, received at a pharmacy.

The margins are strong because of that model, and it's also a much more consolidated piece of business. You know, as an example, in the rec business in Canada, which is one of the only federal, you know, Rec constructs. It takes about 30 or 40 country companies to get to about 8,090% of the business and take Germany or Poland, 3 or 4 companies, where one of them gets you to 80 or 90% of the business. So medical cannabis is steadier, um, and stickier from a pricing standpoint.

It's more consolidated and has had the fastest growth. And the most upside is more countries have brought on medical cannabis. You know, Lisa, I asked you just a few minutes ago if you're open to other offers, and I want you to sort of dig into that a little bit for, for maybe investors who are watching investors and competing companies who are watching. Would the board consider a competing transaction rather than remaining independent, like you are confident that over the next 12 months you can remain an independent company and reach these these milestones.

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