SCHEDULE: Broadwood Boosts STAAR Surgical Appraisal Demands

Broadwood Partners has increased its appraisal demands for STAAR Surgical shares, opposing the proposed merger and compensation plans.

Summary

• Broadwood Partners, along with other reporting persons, beneficially owns 30.2% of STAAR Surgical Co. common stock.
• The reporting persons are actively soliciting opposition to the Merger Agreement Proposal and the Compensation Proposal at the upcoming Special Meeting.
• The Special Meeting, where these proposals will be voted on, has been postponed until December 19, 2025.
• Broadwood Partners previously submitted appraisal demands on October 22 and 23, 2025.
• Broadwood Partners has now exercised appraisal rights for an additional 1,500,000 shares it beneficially owns.
• A second written demand for appraisal for these 1,500,000 shares was sent to STAAR Surgical on December 15 and December 17, 2025, by Cede & Co. at Broadwood's request.
• This second demand is distinct from the earlier appraisal demands and relates to different shares.
• The submission of this additional appraisal demand will not impact the outcome of the stockholder vote on the merger or compensation proposals.
• Broadwood Partners reserves all rights related to this second appraisal demand, including the right to withdraw it.

Sentiment

Score: 3

Explanation: The sentiment is negative due to a major shareholder's active opposition to the proposed merger and compensation plans, coupled with increased appraisal demands, indicating dissatisfaction with the current terms and potential for prolonged legal disputes.

Positives

• For Broadwood Partners, exercising appraisal rights for additional shares indicates a strong belief that the merger price undervalues the company, potentially leading to a higher payout.

Negatives

• The continued opposition and increased appraisal demands from a significant shareholder (30.2%) signal internal dissent regarding the proposed merger terms.
• This action could complicate the merger process and potentially lead to prolonged legal proceedings to determine 'fair value'.
• The postponement of the Special Meeting indicates delays in the merger's approval process.

Risks

• The ongoing solicitation to oppose the merger and compensation proposals creates uncertainty around the merger's approval.
• Appraisal demands could lead to litigation in the Delaware Court of Chancery to determine the 'fair value' of the shares, potentially resulting in a different valuation than the merger consideration.
• The possibility of Broadwood Partners withdrawing its appraisal demand adds a layer of uncertainty to the process.

Future Outlook

Broadwood Partners intends to pursue its appraisal rights for 1,500,000 additional shares, seeking a cash payment representing the "fair value" as determined by the Delaware Court of Chancery, while reserving the right to withdraw this demand.

Management Comments

• Broadwood Partners has determined to exercise its appraisal rights for an additional 1,500,000 Shares it beneficially owns pursuant to Section 262.
• The Second Cede & Co. Appraisal Demand does not affect the Appraisal Demands and relates to different Shares from those for which Cede & Co. and Broadwood Partners demanded appraisal of in the Appraisal Demands.
• The submission of the Second Cede & Co. Appraisal Demand also will have no effect on the outcome of the stockholder vote on the Merger Agreement Proposal or the Compensation Proposal at the Special Meeting.
• Broadwood Partners reserves all of its rights related to the Second Cede & Co. Appraisal Demand, including, but not limited to, the right under Section 262 to cause Cede & Co. to withdraw the Second Cede & Co. Appraisal Demand at any time prior to, or within 60 days after, the Effective Time.

Industry Context

This action reflects a common strategy by activist investors to challenge merger valuations when they believe the proposed consideration is inadequate. Such challenges can lead to either an improved offer or a judicial determination of fair value, impacting the acquiring company's cost and the target company's shareholder returns.

Corporate Governance

Legal Proceedings

• Broadwood Partners submitted initial Appraisal Demands on October 22, 2025, and October 23, 2025.
• A second written demand for appraisal for an additional 1,500,000 shares was sent on December 15, 2025, and December 17, 2025.
• These appraisal demands could lead to a determination of "fair value" by the Delaware Court of Chancery.

Stakeholder Impact

• Shareholders: Those who agree with Broadwood may benefit from a potentially higher "fair value" through appraisal rights, while those supporting the merger face uncertainty and potential delays. The overall shareholder base faces increased uncertainty regarding the merger's completion and terms.
• Management/Board: The company's management and board face increased pressure and potential legal challenges from a significant shareholder, complicating the merger process.
• Acquiring Company: The acquiring company faces increased risk of delays, potential litigation, and a higher cost if the appraisal process results in a higher valuation for the shares.

Next Steps

• The Special Meeting for stockholders to vote on the Merger Agreement Proposal and Compensation Proposal is scheduled for December 19, 2025.
• Broadwood Partners may become entitled to a cash payment for the "fair value" of its 1,500,000 shares if the Delaware Court of Chancery decrees it.
• Broadwood Partners retains the right to withdraw the Second Cede & Co. Appraisal Demand at any time prior to, or within 60 days after, the Effective Time of the merger.

Key Dates

Recommendation

The filing indicates significant shareholder opposition and increased appraisal demands from a major investor (30.2% stake) regarding the proposed merger. This creates substantial uncertainty around the merger's completion and valuation. While appraisal rights could lead to a higher payout for some, the overall situation suggests potential delays and legal complexities. A "hold" recommendation reflects this uncertainty, advising investors to await further developments regarding the merger vote and the appraisal process before making definitive buy or sell decisions.

Keywords

STAAR Surgical, Broadwood Partners, Schedule 13D, Merger Agreement, Appraisal Rights, Shareholder Activism, Corporate Governance, SEC Filing, Common Stock, Proxy Solicitation