DEFA14A: STAAR Urges Stockholders to Approve Alcon's $30.75 Cash Offer

STAAR Surgical Company urges stockholders to vote for the Alcon merger, highlighting the $30.75 per share cash offer and refuting Broadwood Partners' claims.

Summary

• STAAR Surgical Company (STAAR) strongly recommends stockholders vote FOR the amended merger agreement with Alcon Inc. (Alcon).
• The Alcon offer is an all-cash proposal of $30.75 per share, representing a 74% premium to STAAR's 90-day Volume Weighted Average Price (VWAP) as of August 4, 2025.
• Broadwood Partners, L.P., which owns over 30% of STAAR's outstanding shares, is actively attempting to derail the Alcon merger.
• STAAR refutes Broadwood's claims regarding alleged third-party interest in acquiring the company, detailing interactions with 'Party A & B,' 'Party C,' and 'FountainVest,' none of whom submitted a proposal.
• The 30-day go-shop period, which allowed STAAR to solicit alternative proposals, expired on December 6, 2025, at 11:59 p.m. Eastern Time, without any alternative offers.
• A virtual Special Meeting of Stockholders is scheduled for December 19, 2025, at 8:30 a.m. (Pacific Time) for the vote on the merger.

Sentiment

Score: 8

Explanation: The filing strongly advocates for a merger that offers a significant premium to shareholders, presenting it as a clear positive outcome despite activist opposition. The tone is assertive in promoting the benefits of the Alcon offer.

Positives

• The Alcon offer provides certain and immediate cash value of $30.75 per share to stockholders.
• The offer represents a significant 74% premium to STAAR's 90-day VWAP as of August 4, 2025.
• Approval of the merger allows stockholders to realize a substantial premium and avoid potential downside risks associated with Broadwood Partners' influence and strategy.

Negatives

• Broadwood Partners, owning over 30% of STAAR's shares, is actively working to derail the Alcon merger, creating uncertainty.
• Broadwood has threatened an activist proxy contest to remove three of STAAR's six directors, potentially gaining disproportionate influence without paying a control premium to other stockholders.
• The ongoing dispute with Broadwood could distract management from core business operations.

Risks

• The occurrence of any event, change, or other circumstances that could give rise to the termination of the Alcon merger agreement or cause the consummation of the proposed transaction to be delayed or fail to occur.
• The failure to obtain approval of the proposed transaction from STAAR's stockholders.
• The failure to obtain certain required regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the proposed transaction within expected timeframes or at all.
• Risks related to disruption of management's attention from STAAR's ongoing business operations due to the proposed transaction.
• The effect of the announcement of the proposed transaction on STAAR's ability to retain and hire key personnel and maintain relationships with its customers, suppliers, and others with whom it does business, or on its operating results and business generally.
• The ability of STAAR to meet expectations regarding the timing and completion of the transaction.
• The outcome of any legal proceedings that may be instituted against STAAR related to the proposed transaction.
• The possibility that STAAR's stock price may decline significantly if the proposed transaction is not consummated.

Future Outlook

The future outlook for STAAR Surgical Company hinges on the outcome of the stockholder vote on the Alcon merger. If approved, stockholders will receive a certain cash value of $30.75 per share. If the merger is not approved, STAAR faces potential challenges from Broadwood Partners' increased influence and the associated risks to its board, management, and strategy.

Management Comments

• "The Special Meeting of Stockholders to vote on the amended agreement with Alcon Inc. is just days away. How you vote at the Special Meeting will greatly influence the value of your shares."
• "We believe the choice is clear — and strongly recommend that STAAR stockholders vote FOR the Alcon merger on the WHITE proxy card TODAY."
• "STAAR stockholders should not be swayed by Broadwood's distortion of the facts as it takes steps to increase its influence over the Company without paying stockholders any control premium."
• "We encourage stockholders to vote FOR the Alcon agreement so that they can receive Alcon's increased all-cash offer of $30.75 per share — a 74% premium to the 90-day VWAP — representing certain and immediate cash value."

Industry Context

STAAR Surgical is a global leader in phakic IOLs with its EVO ICL product line, a specialized segment within the broader ophthalmology and vision correction market. The proposed acquisition by Alcon, a major player in eye care, would consolidate market presence and potentially enhance Alcon's portfolio in implantable lenses. The ongoing proxy contest with Broadwood Partners highlights the increasing role of activist investors in influencing strategic corporate decisions, particularly in M&A scenarios within the medical device sector.

Comparison to Industry Standards

• The filing does not provide specific comparable companies, projects, or results to assess STAAR's performance against global benchmarks. The focus is on the premium offered in the acquisition rather than operational comparisons.

Corporate Governance

Legal Proceedings

• The outcome of any legal proceedings that may be instituted against STAAR related to the proposed transaction is identified as a risk factor.

Stakeholder Impact

• Shareholders: Will receive $30.75 per share in cash if the merger is approved, representing a 74% premium. If the merger fails, they face potential downside risk and increased influence from Broadwood Partners.
• Management and Employees: May experience disruption and challenges in retaining key personnel due to the proposed transaction and ongoing uncertainty.
• Customers and Suppliers: Relationships could be affected by the proposed transaction and any changes in company ownership or strategy.

Next Steps

• Stockholders are urged to vote FOR the Alcon merger agreement on the WHITE proxy card.
• The virtual Special Meeting of Stockholders will be held on December 19, 2025, at 8:30 a.m. (Pacific Time) to vote on the merger.

Key Dates

Recommendation

The Alcon offer provides a substantial 74% premium over STAAR's recent trading prices, offering immediate and certain cash value to shareholders. Despite activist opposition, the company strongly recommends accepting this premium, which is a clear positive for investors seeking an exit at a favorable valuation. The certainty of a high-premium cash offer outweighs the risks associated with the activist campaign.

Keywords

Merger, Acquisition, Alcon, STAAR Surgical, Proxy Contest, Shareholder Vote, ICL, Phakic IOLs, Corporate Governance, Activist Investor, Vision Correction