DEFA14A: STAAR Board Urges Stockholders to Approve Alcon Merger

STAAR Surgical's Board of Directors unanimously recommends stockholders vote for the $28.00 per share cash merger with Alcon, citing significant premium and standalone challenges.

Summary

• STAAR Surgical Company has filed its definitive proxy statement with the U.S. Securities and Exchange Commission regarding its pending merger with Alcon.
• Alcon will acquire STAAR Surgical for $28.00 per share in cash.
• A Special Meeting of Stockholders is scheduled for October 23, 2025, at 8:30 a.m. (Pacific Time) to vote on the adoption of the merger agreement.
• Stockholders of record as of the close of business on September 12, 2025, are entitled to vote at the meeting.
• The STAAR Board of Directors unanimously determined the merger is in the best interests of STAAR and its stockholders and strongly recommends a 'FOR' vote.
• Failure to vote will have the same effect as an 'AGAINST' vote on the merger proposal.

Sentiment

Score: 8

Explanation: The filing strongly advocates for the merger, highlighting a substantial cash premium for stockholders that significantly exceeds market price and industry averages, positioning it as the best path forward given STAAR's standalone challenges. This is highly positive for current stockholders.

Positives

• The $28.00 per share cash offer represents a compelling premium on multiple measures.
• The offer is approximately a 51% premium to the closing stock price the day prior to the announcement.
• The offer is approximately a 59% premium to the 90-day Volume Weighted Average Price (VWAP).
• The premium is significantly higher compared to the 26% median for comparable MedTech transactions.
• The offer represents a 47% premium to median sell-side price targets prior to the merger announcement.
• The Board believes the value provided by the Alcon merger exceeds what STAAR could achieve on a standalone basis in the foreseeable future.

Negatives

• STAAR faces a lower growth rate and resulting impact on its valuation on a standalone basis.
• The company is exposed to substantial competitive and macro challenges in its markets.
• STAAR's business is heavily exposed to China, which faces significant economic uncertainty and declining sales trends.
• STAAR's common stock closed at only $18.49 per share just prior to the announcement of the Alcon agreement, indicating a lower market valuation without the merger.

Risks

• The occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement or extend the anticipated timetable for completion.
• Failure to obtain approval of the proposed transaction from STAAR's stockholders.
• Failure to obtain certain required regulatory approvals or to satisfy any other closing conditions.
• Risks related to disruption of management's attention from STAAR's ongoing business operations due 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.
• 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 Board believes the Alcon merger provides greater value than STAAR could achieve on a standalone basis in the foreseeable future, particularly given STAAR's lower growth rate and the substantial competitive and macro challenges it faces. The completion of the merger is contingent upon stockholder approval and obtaining necessary regulatory clearances.

Management Comments

• "The STAAR Board of Directors unanimously determined that the proposed merger with Alcon is in the best interests of STAAR and its stockholders and strongly recommends that you vote FOR the merger proposal."
• "We believe the value provided by the Alcon merger exceeds what STAAR could achieve on a standalone basis in the foreseeable future, particularly given STAARs lower growth rate and the resulting impact on its valuation, and the substantial competitive and macro challenges in the markets STAAR serves."
• "To help ensure you receive the compelling, premium $28.00 per share cash value afforded by the Alcon merger please vote FOR the merger proposal TODAY."

Industry Context

The proposed acquisition of STAAR Surgical by Alcon reflects a strategic consolidation within the MedTech sector, specifically in ophthalmology and vision correction. STAAR, a leader in phakic IOLs, has faced challenges including a lower growth rate and significant exposure to economic uncertainty in key markets like China. This merger allows Alcon to integrate STAAR's specialized technology, potentially mitigating STAAR's standalone risks while offering its stockholders a substantial premium compared to industry averages for similar transactions.

Comparison to Industry Standards

• The ~51% premium to the closing stock price and ~59% premium to 90-day VWAP offered by Alcon for STAAR Surgical significantly surpasses the 26% median premium observed for comparable MedTech transactions.
• This indicates a strong valuation for STAAR's proprietary EVO ICL technology and market position, suggesting Alcon sees substantial strategic value in the acquisition beyond typical industry multiples.

Legal Proceedings

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

Stakeholder Impact

• Shareholders: Expected to receive a significant cash premium of $28.00 per share, maximizing value compared to standalone prospects.
• Management/Employees: Potential disruption of management's attention from ongoing business operations and impact on the ability to retain and hire key personnel due to the proposed transaction.
• Customers/Suppliers: Potential effect on maintaining relationships with customers and suppliers due to the proposed transaction.

Next Steps

• Stockholders are encouraged to vote FOR the merger proposal by the Special Meeting date.
• The Special Meeting of Stockholders will be held on October 23, 2025, to vote on the merger agreement.
• Stockholders with voting questions can contact Innisfree M&A Incorporated.

Key Dates

Recommendation

For existing stockholders, the board's unanimous recommendation and the substantial cash premium of $28.00 per share, which is significantly above the pre-announcement stock price and industry M&A averages, make voting for the merger a 'strong buy' equivalent for their shares. For potential investors, if the stock is trading below $28.00 and the merger is highly likely to close, it presents an arbitrage opportunity, effectively a 'strong buy' up to the merger price, assuming the risks of non-completion are low.

Keywords

STAAR Surgical, Alcon, Merger, Acquisition, Proxy Statement, EVO ICL, Phakic IOLs, Vision Correction, Ophthalmology, MedTech, Stockholder Vote