What happened
Organigram Global Inc. (NASDAQ: OGI) agreed on Nov. 2 to buy all of Aurora Cannabis Inc.'s outstanding shares for cash and Organigram shares.
Aurora shareholders would get C$3.75 in cash and 3.0431 Organigram shares for each Aurora share. Elections, maximum amounts and pro rating in the plan of arrangement set the final split between cash and shares.
The agreement's definitions also list cash consideration of C$7.80 and an exchange ratio of 5.8626 Organigram shares for each Aurora share. Both can be adjusted under the agreement.
How Organigram would pay
The agreement sets a cash maximum. It is the number of shares outstanding just before the arrangement takes effect, multiplied by C$253.64 million. The maximum caps the cash side of the deal. It is not money paid.
Two financing commitments, both dated Nov. 2, back the cash. ATB Financial has committed to increase Organigram's existing credit facilities. The agreement says the proceeds are meant in part to pay the cash consideration and other amounts Organigram owes under the deal.
On the equity side, BT DE Investments Inc., a wholly owned subsidiary of British American Tobacco p.l.c. (BAT), signed a subscription agreement with Organigram. BAT would buy Organigram shares and/or preferred shares at 0.709289 per share, for total proceeds of 99,999,999.82.
The Curaleaf bid and the vote lock-ups
Aurora already faces an unsolicited takeover bid for all its shares from Curaleaf Holdings, Inc. Curaleaf's offer circular is dated Aug. 18, and a notice of variation followed on Oct. 6. The agreement calls that bid an acquisition proposal even though it came first. Any amended Curaleaf bid would count as a new and separate proposal.
Aurora's board unanimously found the arrangement in the best interests of Aurora and fair to its shareholders. It acted on a unanimous recommendation from its special committee. Aurora's directors and executives have agreed to vote their shares in favour. Organigram's significant shareholders, directors and executives have agreed to vote their shares for the Organigram resolution.
The agreement also sets an Aurora termination fee of C$25.2 million and an expense fee of C$5.6 million.
Why it matters
OptimistFi has argued that Organigram's stock works only if better product mix, cost discipline and working-capital control turn a mature, price-competitive Canadian market into sustained cash generation. This deal adds an acquisition, new borrowing and new shares to that turnaround, so it neither confirms nor refutes the case.
For an Organigram holder, the terms make the deal a bet on execution. Cash and shares would both leave the company. A fixed share ratio means existing holders would own a smaller stake if the deal closes.
The agreement is only signed. It still needs shareholder votes, court approval, regulatory approvals and financing, so it may never close and the stated consideration may never be delivered. The BAT subscription and the ATB credit facility increase are commitments, not funds received.
What's next
Both companies must hold special shareholder meetings, and the Aurora Meeting is the first test. If Aurora holders vote for the arrangement resolution and the Supreme Court of British Columbia issues a final order, the deal moves forward. A rejected vote would end the agreed path and leave the Curaleaf bid in play.
The agreement also calls for Competition Act approval from Canada's Commissioner of Competition and German foreign investment approval from the German Ministry of Economic Affairs and Energy. Clearance on both would remove regulatory hurdles. Any delay or conditions would push back a closing.