DEFA14A: STAAR Surgical Affirms Alcon Merger is Only Offer

STAAR Surgical Company reiterates that it has received no acquisition proposals other than from Alcon, refuting claims by Broadwood Partners ahead of a crucial stockholder vote.

Summary

• STAAR Surgical (STAAR) issued a press release on October 16, 2025, affirming that no acquisition proposals have been received from any party other than Alcon.
• Broadwood Partners' statements and assertions regarding interest in STAAR are misleading and misrepresent introductory emails as offers to acquire STAAR.
• Communications from Parties A, B, and C were not offers and contained no information relating to valuation, timing, diligence requirements, financing capability, transaction structure, or other terms.
• Party C confirmed its April 7, 2025, email was an introductory outreach and not intended as a proposal, and it was not followed up on.
• Alcon is paying STAAR stockholders a 59% premium to STAAR's 90-day Volume Weighted Average Price (VWAP) as of August 4, 2025, offering compelling, certain, and immediate cash value.
• STAAR urges all stockholders not to be misled by Broadwood and to vote FOR the Alcon merger on the WHITE proxy card.
• The company is confident that the Alcon transaction maximizes value for stockholders and is the only merger transaction available.
• If the Alcon merger is not approved, the value of shares is at risk of declining substantially.
• A virtual Special Meeting of Stockholders will be held on October 23, 2025, at 8:30 a.m. (Pacific Time) to vote on the Alcon merger.
• Stockholders of record as of September 12, 2025, are entitled to vote at the meeting.

Sentiment

Score: 8

Explanation: The company expresses strong conviction in the Alcon merger, highlighting a significant premium and warning of substantial share price decline if the merger fails. This indicates a highly positive sentiment towards the merger's completion and its benefits for shareholders.

Positives

• Alcon's offer represents a 59% premium to STAAR's 90-day Volume Weighted Average Price (VWAP) as of August 4, 2025.
• The Alcon transaction is presented as maximizing value for STAAR stockholders.
• The merger offers compelling, certain, and immediate cash value to stockholders.

Negatives

• The value of STAAR shares is at risk of declining substantially if the Alcon merger is not approved.
• Broadwood Partners' statements are described as misleading and distorting the truth, creating potential confusion among stockholders.

Risks

• The occurrence of any event, change, or other circumstances that could give rise to the termination of the Alcon merger agreement or cause the consummation of the proposed transaction to be delayed or to fail to occur.
• The failure to obtain approval of the proposed transaction from STAAR's stockholders.
• The failure to obtain certain required regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the proposed transaction within the expected timeframes or at all.
• Risks related to disruption of management's attention from STAAR's ongoing business operations due to the proposed transaction.
• The effect of the announcement of the proposed transaction on the ability of STAAR to retain and hire key personnel and maintain relationships with its customers, suppliers, and others with whom it does business, or on its operating results and business generally.
• 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

STAAR is confident that the Alcon transaction maximizes value for stockholders and is the only merger transaction available to the company. If the merger is not approved, the value of shares is at risk of declining substantially. The company urges stockholders to vote for the merger to secure compelling, certain, and immediate cash value.

Management Comments

• "Broadwood Partners statements and assertions regarding interest in STAAR are misleading and distort the truth."
• "Broadwood is misrepresenting introductory emails as offers to acquire STAAR."
• "The facts remain: Despite Broadwood's assertions, STAAR has not received any proposal to acquire the Company other than from Alcon, including during the 45-day window shop period."
• "Alcon is paying STAAR stockholders a 59% premium to STAAR's 90-day Volume Weighted Average Price (VWAP) as of August 4, 2025, representing compelling, certain, and immediate cash value."
• "We urge all STAAR stockholders not to be misled by Broadwood."
• "STAAR is confident that the Alcon transaction maximizes value for STAAR stockholders, is the only merger transaction available to the Company and if it is not approved, the value of your shares is at risk of declining substantially."
• "Time is short. The Special Meeting is fast approaching. We encourage all STAAR stockholders to vote FOR the Alcon merger on the WHITE proxy card TODAY."

Industry Context

STAAR Surgical is a global leader in phakic IOLs (Implantable Collamer Lenses) with its EVO ICL family, a specialized segment within ophthalmic surgery. The proposed acquisition by Alcon, a major player in eye care, signifies a potential consolidation or strategic expansion within the vision correction market. The public dispute with Broadwood Partners highlights the competitive and often contentious nature of corporate acquisitions, particularly when shareholder activism or differing views on company valuation and strategic alternatives emerge within the industry.

Legal Proceedings

• Potential legal proceedings that may be instituted against STAAR related to the proposed transaction are identified as a risk factor.

Stakeholder Impact

• Shareholders: Stand to receive a 59% premium from the Alcon merger or face a risk of substantial share price decline if the merger is not approved. They are urged to vote FOR the merger.
• Management and Employees: Face potential disruption to attention from ongoing business operations and risks to the ability to retain and hire key personnel due to the proposed transaction.
• Customers and Suppliers: The announcement of the proposed transaction may affect STAAR's ability to maintain relationships with these parties.

Next Steps

• Stockholders are encouraged to vote FOR the Alcon merger on the WHITE proxy card.
• The virtual Special Meeting of Stockholders will be held on October 23, 2025, at 8:30 a.m. (Pacific Time) to vote on the Alcon merger.

Key Dates

Recommendation

The company strongly advocates for the Alcon merger, highlighting a 59% premium to the 90-day VWAP and warning of substantial share price decline if the merger is not approved. This indicates a clear and compelling value proposition for stockholders to accept the offer, making it a strong buy recommendation for those seeking to capitalize on the merger premium, assuming the merger is likely to close.

Keywords

STAAR Surgical, Alcon, Merger, Acquisition, Proxy Vote, EVO ICL, Phakic IOLs, Stockholder Meeting, Broadwood Partners, Vision Correction