SCHEDULE: Broadwood Partners Seeks Appraisal Rights for STAAR Surgical Shares

Broadwood Partners, a significant shareholder in STAAR Surgical Co., has formally demanded appraisal rights for its 27.4% stake in opposition to the proposed merger.

Summary

• Broadwood Partners, L.P., along with affiliated entities and individuals, beneficially owns 13,519,491 shares of STAAR Surgical Co. common stock, representing 27.4% of the class.
• The reporting persons are actively soliciting opposition to the stockholder approval of both the Merger Agreement Proposal and the Compensation Proposal at the upcoming Special Meeting.
• Broadwood Partners has exercised its appraisal rights for all 13,519,491 shares it beneficially owns, pursuant to Section 262 of the General Corporation Law of the State of Delaware.
• Written demands for appraisal were sent to STAAR Surgical Co. on October 22, 2025, and October 23, 2025, by Cede & Co. (for 13,519,391 shares) and Broadwood Partners (for 100 shares held of record).
• The exercise of appraisal rights will not impact the outcome of the stockholder vote on the merger or compensation proposals.
• Broadwood Partners reserves the right to withdraw these appraisal demands at any time prior to, or within 60 days after, the Effective Time of the merger.

Sentiment

Score: 3

Explanation: The sentiment is negative from the perspective of the merger's smooth execution and the company's ability to close the deal without dissent. Broadwood Partners' actions indicate a belief that the merger undervalues STAAR Surgical, which is a negative signal for the proposed transaction. However, for Broadwood Partners, it's a strategic move to potentially maximize value, which could be seen as positive for their specific investment.

Positives

• Broadwood Partners is actively pursuing its rights as a significant shareholder to potentially secure a higher valuation for its shares through the appraisal process, indicating a strong belief in the intrinsic value of STAAR Surgical Co. beyond the merger price.

Negatives

• The exercise of appraisal rights by a major shareholder like Broadwood Partners signals significant dissent regarding the proposed merger terms, potentially complicating the transaction and indicating dissatisfaction with the offered price.
• The opposition to the Compensation Proposal suggests concerns about executive compensation related to the merger, which could be perceived negatively by other shareholders.

Risks

• The appraisal process could be lengthy and costly, with no guarantee that the Delaware Court of Chancery will determine a 'fair value' higher than the merger consideration.
• Broadwood Partners' dissent and appraisal demands could create uncertainty around the merger, potentially impacting investor sentiment for STAAR Surgical Co. shares.
• There is a risk that the 'fair value' determined by the court could be lower than the merger consideration, although Broadwood Partners likely believes otherwise.

Future Outlook

Broadwood Partners may become entitled to receive a cash payment constituting the 'fair value' for its 13,519,491 shares upon a decree by the Delaware Court of Chancery, should the appraisal process proceed to a judicial determination. The firm retains the option to withdraw its appraisal demands prior to, or within 60 days after, the merger's effective time.

Industry Context

This action by Broadwood Partners highlights a common scenario in M&A where activist shareholders, believing the merger consideration undervalues the company, opt for appraisal rights. Such dissent can be a bellwether for potential challenges in other M&A transactions within the medical device or ophthalmic industry, particularly if the acquiring company's offer is perceived as opportunistic or below fair market value.

Comparison to Industry Standards

• NA

Legal Proceedings

• Broadwood Partners has initiated the process to exercise appraisal rights under Section 262 of the General Corporation Law of the State of Delaware, which could lead to a judicial determination of the 'fair value' of its shares in the Delaware Court of Chancery.

Stakeholder Impact

• **Shareholders (Broadwood Partners):** Potential to receive a higher cash payment for their shares if the court determines a 'fair value' greater than the merger consideration, but also faces legal costs and uncertainty.
• **Other Shareholders:** May be influenced by Broadwood's dissent, potentially leading them to reconsider their vote on the merger or also seek appraisal rights. The dissent could also create uncertainty around the merger's completion.
• **STAAR Surgical Co.:** Faces potential legal challenges and increased administrative burden due to the appraisal demands, which could complicate and delay the merger process. The dissent from a major shareholder could also impact its reputation.

Next Steps

• The Special Meeting for stockholders to vote on the Merger Agreement Proposal and Compensation Proposal is scheduled for November 6, 2025.
• Broadwood Partners will await the outcome of the stockholder vote and the potential closing of the merger.
• Broadwood Partners may pursue the appraisal process in the Delaware Court of Chancery to determine the 'fair value' of its shares.
• Broadwood Partners retains the right to withdraw its appraisal demands prior to, or within 60 days after, the Effective Time of the merger.

Key Dates

Recommendation

The filing indicates significant shareholder dissent regarding the proposed merger terms, with Broadwood Partners exercising appraisal rights for a substantial stake. This introduces uncertainty regarding the merger's valuation and potential legal proceedings. While Broadwood seeks a higher 'fair value,' the outcome is not guaranteed and could be lengthy. For other investors, this creates a 'hold' scenario: selling now might lock in a potentially undervalued price, but holding carries the risk of merger complications or a lower court-determined value. A seasoned investor would likely await further developments, particularly the outcome of the Special Meeting and any subsequent legal actions, before making a definitive move.

Keywords

STAAR Surgical Co., Broadwood Partners, Appraisal Rights, Merger Agreement, SEC Filing, Schedule 13D, Shareholder Activism, Corporate Governance, Delaware Law, Common Stock