SCHEDULE: Broadwood Capital Scrutinizes STAAR Surgical Merger

Broadwood Capital, a significant shareholder in STAAR Surgical Company, is evaluating the proposed acquisition by Alcon and exploring alternative strategic options.

Summary

• Broadwood Partners, L.P., Broadwood Capital, Inc., and Neal C. Bradsher (collectively, the "Reporting Persons") beneficially own 13,545,391 shares of STAAR Surgical Company's common stock, representing 27.3% of the outstanding shares.
• This Schedule 13D Amendment No. 35 was filed following STAAR Surgical Company's announcement on August 5, 2025, of a definitive merger agreement through which Alcon will acquire the company.
• The Reporting Persons have not yet decided whether to vote in favor of the merger, against the merger, or in favor of a superior offer.
• Broadwood Partners, L.P. has made a demand for books and records under Section 220 of the Delaware General Corporation Law to evaluate the process that led to the merger and inform its voting decisions.
• The Reporting Persons intend to explore strategic alternatives to the proposed merger, including contacting possible alternative strategic partners for STAAR Surgical Company.

Sentiment

Score: 7

Explanation: The sentiment is cautiously positive for shareholders, as a significant investor is actively scrutinizing the proposed merger and exploring alternatives, which could potentially lead to a more favorable outcome or a superior offer for STAAR Surgical shareholders.

Risks

• Uncertainty regarding the final outcome of the proposed merger with Alcon.
• Potential for the current merger terms not to be optimal for maximizing shareholder value.
• Risk that alternative strategic partners or superior offers may not materialize despite exploration efforts.

Future Outlook

The Reporting Persons intend to continuously review their investment in STAAR Surgical Company, taking into account the merger agreement. They plan to evaluate the merger process, explore strategic alternatives, and may engage with management, the Board, other shareholders, and potential alternative strategic partners to create additional shareholder value. They reserve the right to adjust their holdings based on market conditions and other factors.

Management Comments

• We have not decided whether to vote in favor of the merger, against the merger, or in favor of a superior offer.
• We are making a demand for books and records under Section 220 of the Delaware General Corporation Law seeking documents relating to the process that led to the merger so that we can further evaluate the quality of the process and further inform our voting decisions.
• We plan to explore strategic alternatives to the merger, including through contact with possible alternative strategic partners for the Issuer.

Industry Context

This filing highlights a significant M&A event within the ophthalmology and medical device industry, with a major player, Alcon, moving to acquire STAAR Surgical. The active stance of a large shareholder like Broadwood Capital suggests a focus on maximizing shareholder value during industry consolidation, potentially influencing the terms of the acquisition or encouraging competing bids.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased scrutiny of the merger terms, which could lead to a better offer or alternative transaction if Broadwood's actions are successful.
• STAAR Surgical Management/Board: Increased pressure to justify the merger terms and process due to the Section 220 demand and the exploration of alternatives by a major shareholder.
• Alcon: Potential for increased negotiation complexity or competition for the acquisition of STAAR Surgical Company.

Next Steps

• Broadwood Partners, L.P. will proceed with its demand for books and records under Section 220 of the Delaware General Corporation Law.
• The Reporting Persons will continue to evaluate the proposed merger agreement with Alcon.
• The Reporting Persons will explore strategic alternatives to the merger, including engaging with potential alternative strategic partners for STAAR Surgical Company.
• The Reporting Persons will make a final voting decision regarding the merger.
• The Reporting Persons may adjust their investment in STAAR Surgical Company based on market conditions and other factors.

Key Dates

Recommendation

A significant shareholder, Broadwood Capital, is actively scrutinizing the proposed acquisition of STAAR Surgical by Alcon and exploring strategic alternatives, including seeking a superior offer. This creates uncertainty but also potential upside for shareholders if Broadwood's efforts lead to improved terms or a competing bid. Holding the stock allows investors to benefit from these potential developments without committing further capital until the situation clarifies.

Keywords

STAAR Surgical, Broadwood Capital, Alcon, Merger, Schedule 13D, Shareholder Activism, Corporate Governance, Investment, Ophthalmology, Medical Devices