SCHEDULE: Activist Investor Opposes STAAR Surgical Alcon Merger

Yunqi Path Capital and affiliates, holding 5.1% of STAAR Surgical, reiterate their strong opposition to the proposed merger with Alcon, citing undervaluation and a flawed process.

Summary

• Yunqi Path Capital Master Fund and its affiliates (the "Reporting Persons") beneficially own 2,500,061 shares of STAAR SURGICAL CO common stock, representing 5.1% of the class.
• The Reporting Persons are actively opposing the proposed merger of STAAR Surgical with Alcon (the "Proposed Merger").
• They believe the merger process was deficient and that STAAR Surgical's business, particularly in China, is significantly undervalued by the proposed acquisition price.
• The Reporting Persons issued open letters to stockholders on September 22, 2025, and October 7, 2025, detailing their reasons for opposition and their intention to vote against the Proposed Merger.
• A special meeting of stockholders to vote on the Proposed Merger is scheduled for October 23, 2025.

Sentiment

Score: 4

Explanation: The filing expresses strong negative sentiment regarding the proposed merger and its valuation, indicating significant shareholder dissatisfaction and potential conflict, despite an underlying positive view of the company's intrinsic value by the reporting persons.

Positives

• Reporting Persons believe STAAR Surgical's business, especially its performance and outlook in China, is stronger than the Issuer's assessment, implying higher intrinsic value.
• The Reporting Persons are actively advocating for what they perceive as fair value for shareholders by opposing a merger they deem undervalued.

Negatives

• Reporting Persons believe a deficient process was conducted in relation to the Proposed Merger.
• Reporting Persons disagree with the Issuer's "bleak assessment" of the macroeconomic climate in China, which they believe contributed to a low acquisition price with Alcon.
• Reporting Persons believe the Proposed Merger significantly undervalues STAAR Surgical.

Risks

• The Proposed Merger faces significant opposition from a 5.1% shareholder, potentially jeopardizing its approval.
• Disagreement over the valuation of STAAR Surgical's business, particularly its China operations, creates uncertainty regarding the company's future strategic direction and potential outcomes.
• The ongoing public dispute between the Issuer and a significant shareholder could create market volatility for STAAR Surgical's stock.

Future Outlook

Reporting Persons intend to continuously review their investment in STAAR Surgical, considering factors such as the Proposed Merger's terms, potential superior offers, share price levels, and market conditions. They may engage with STAAR Surgical's management, Board, other significant stockholders, and potential alternative strategic and financial partners to explore options for creating additional shareholder value.

Management Comments

• Reporting Persons believe a deficient process was conducted in relation to the Proposed Merger.
• Reporting Persons disagree with STAAR Surgical's bleak assessment of the macroeconomic climate in China, which contributed to agreeing to a low price with Alcon.
• Reporting Persons believe the Proposed Merger significantly undervalues STAAR Surgical.
• Reporting Persons are concerned that STAAR Surgical significantly underestimates the strength of its business, particularly with respect to its performance and outlook in its largest market, China.

Industry Context

The opposition highlights the critical importance of the China market for STAAR Surgical's valuation and growth prospects within the ophthalmology industry. The disagreement over the macroeconomic outlook in China suggests differing views on a key growth driver for medical device companies operating in that region.

Stakeholder Impact

• Shareholders: The opposition creates uncertainty regarding the merger's completion and the potential for a higher valuation if the merger fails or a superior offer emerges.
• Management: STAAR Surgical's management faces increased pressure to justify the merger terms and address shareholder concerns.
• Alcon: The merger partner faces increased risk of the acquisition not being approved by STAAR Surgical's shareholders.
• Employees: Uncertainty surrounding the merger's outcome could impact employee morale and retention.

Next Steps

• Stockholders will vote on the Proposed Merger at a special meeting on October 23, 2025.
• Reporting Persons may contact STAAR Surgical's management, Board, other significant stockholders, and potential alternative strategic and financial partners.
• Reporting Persons reserve the right to adjust their investment in STAAR Surgical based on market conditions and strategic considerations.

Key Dates

Recommendation

The filing introduces significant uncertainty regarding the approval of the Alcon merger due to strong opposition from a 5.1% shareholder. While the Reporting Persons believe STAAR Surgical is undervalued, the immediate impact of this contested situation is increased risk and potential volatility. A 'hold' recommendation allows investors to await the outcome of the October 23, 2025, stockholder vote before making further investment decisions, as the success or failure of the merger will significantly impact the stock price.

Keywords

STAAR Surgical, Alcon, Merger, Acquisition, Shareholder Activism, Yunqi Capital, Proxy Fight, Valuation, China Market, Ophthalmology