SCHEDULE: STAAR Surgical: Broadwood Fights Alcon Acquisition

A group of investors led by Broadwood Capital, holding 27.4% of STAAR Surgical, has launched a proxy solicitation to oppose the company's proposed merger with Alcon Research.

Summary

• Broadwood Partners, L.P., Broadwood Capital, Inc., Neal C. Bradsher, Richard T. LeBuhn, Natalie R. Capasso, Raymond A. Myers, and Jason J. Martin (collectively, the "Reporting Persons") have formed a group to oppose the proposed acquisition of STAAR Surgical Co by Alcon Research, LLC.
• The Reporting Persons collectively beneficially own 13,545,391 shares of STAAR Surgical, representing approximately 27.4% of the 49,354,123 shares outstanding as of September 12, 2025.
• A preliminary proxy statement was filed on September 15, 2025, to solicit proxies against the merger agreement proposal and a non-binding advisory vote on executive compensation related to the merger.
• The Special Meeting of stockholders to vote on the Proposed Merger is scheduled for October 23, 2025.
• The Reporting Persons intend to commence proxy solicitation after filing their definitive proxy statement with the SEC.
• Richard T. LeBuhn recently purchased 21,286 shares for approximately $135,888.02 using personal funds.
• The group has entered into a Joint Filing and Solicitation Agreement, with Broadwood Partners agreeing to bear all pre-approved expenses related to the group's activities.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to the significant shareholder opposition to a proposed merger. While the activist group aims to enhance shareholder value, the immediate consequence is increased uncertainty, potential for a prolonged conflict, and the risk of the merger failing, which could negatively impact the stock price in the short term.

Positives

• A significant shareholder group (27.4%) is actively engaged in corporate governance, potentially advocating for better shareholder value than the current merger proposal.
• The group's willingness to bear all pre-approved expenses for the proxy fight demonstrates commitment to their objective.

Negatives

• The opposition introduces significant uncertainty regarding the completion of the proposed merger with Alcon Research, LLC.
• A potential proxy fight could lead to increased costs and distractions for STAAR Surgical's management and board.
• If the merger fails, the company's stock price could be negatively impacted, especially if the current merger premium is removed.

Risks

• The proposed merger with Alcon Research, LLC may not be approved by stockholders due to the proxy solicitation, leading to its termination.
• Failure of the merger could result in a decline in STAAR Surgical's share price.
• The company may face increased governance challenges and potential instability if the activist group succeeds in opposing the merger and seeks further changes.

Future Outlook

The Reporting Persons intend to review their investment in STAAR Surgical on an ongoing basis. If the Proposed Merger is not approved, they may consider supporting the Issuer in recruiting and nominating new directors and executives to ensure the company fulfills its promises to stakeholders.

Management Comments

• The Reporting Persons will seek to oppose stockholder approval of the Issuer's proposal to approve the Proposed Merger and the compensation that may be paid to named executive officers in connection with the merger.
• The Reporting Persons intend to commence the solicitation of proxies from the Issuer's stockholders after they have filed their definitive proxy statement with the SEC.
• The Reporting Persons do not have any present plan or proposals which would relate to, or result in a change in the present board of directors or management of the Issuer, unless the Proposed Merger is rejected, in which case they may support recruiting new directors and executives.

Industry Context

This filing highlights a significant shareholder activism event within the medical device industry, specifically challenging a proposed acquisition. It reflects a growing trend of institutional investors actively engaging in corporate governance to influence strategic decisions, particularly mergers and acquisitions.

Management Changes

Corporate Governance

Related Party Transactions

• The Reporting Persons entered into a Joint Filing and Solicitation Agreement on September 17, 2025, to jointly file Schedule 13D amendments, form a group to solicit proxies against the Proposed Merger, and for Broadwood Partners to bear all pre-approved expenses related to the group's activities.

Stakeholder Impact

• **Shareholders:** Directly impacted by the proxy solicitation and the outcome of the merger vote, which will determine the company's future ownership and strategic direction. The opposition creates uncertainty around the merger premium.
• **Management and Board of Directors:** Face pressure and scrutiny due to the significant shareholder opposition to their recommended merger proposal.
• **Alcon Research, LLC:** Their proposed acquisition of STAAR Surgical is being challenged, introducing risk to the completion of the transaction.
• **Employees, Customers, Business Partners:** The outcome of the merger and the subsequent strategic direction will impact these stakeholders, with the activist group stating an intent to ensure the Issuer fulfills its promises to them.

Next Steps

• Reporting Persons will file their definitive proxy statement with the SEC.
• Reporting Persons will commence proxy solicitation from STAAR Surgical stockholders.
• A Special Meeting of stockholders is scheduled for October 23, 2025, to vote on the Proposed Merger and related compensation.
• The Reporting Persons will continue to review their investment and may propose changes to the board or management if the merger is not approved.

Key Dates

Recommendation

The filing indicates a significant shareholder group is actively opposing the proposed merger, creating substantial uncertainty regarding the transaction's completion. While the activist group's goal is to unlock greater shareholder value, the immediate impact is increased volatility and risk. Investors should hold their positions and closely monitor developments, including the outcome of the proxy solicitation and the Special Meeting on October 23, 2025, as the stock price will likely react sharply to news regarding the merger's prospects. A 'buy' or 'sell' recommendation is premature given the contested nature of the event and the potential for various outcomes.

Keywords

STAAR Surgical, Broadwood Capital, Alcon Research, Merger Opposition, Proxy Solicitation, Shareholder Activism, Schedule 13D, Corporate Governance, Ophthalmology, Medical Devices