DEFA14A: STAAR Urges Stockholders to Approve Alcon Merger After ISS Reversal

STAAR Surgical Company urges stockholders to vote for its amended merger agreement with Alcon, following a revised recommendation from Institutional Shareholder Services (ISS).

Summary

• Leading independent proxy advisory firm Institutional Shareholder Services (ISS) has revised its recommendation, now urging all STAAR stockholders to vote FOR the amended merger agreement with Alcon.
• The Special Meeting of Stockholders is scheduled for December 19, 2025, at 8:30 a.m. (Pacific Time), where stockholders of record as of October 24, 2025, are entitled to vote.
• The revised Alcon merger agreement, dated December 9, 2025, offers STAAR stockholders $30.75 per share in cash.
• This offer represents a 74% premium to STAAR's 90-day Volume Weighted Average Price and a 66% premium to the closing price of STAAR common stock on August 4, 2025.
• STAAR faces significant challenges as a standalone company, including net sales on a downward trajectory since 2023, overweight exposure to China, increasing competition, a limited product offering, and historical inability to penetrate markets beyond high myopia patients.
• China procedure volumes were positive in 1Q25, softened in 2Q25, did not improve in 3Q25, and have not seen a rebound in 4Q25, reflecting broader industry trends.
• A robust go-shop process failed to identify any buyer willing to present a bid at or above Alcon's offered $30.75 per share.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative for STAAR as a standalone entity due to deteriorating financial performance and market challenges. However, the proposed merger with Alcon offers a significant premium and a clear exit strategy for stockholders, which is a positive outcome given the company's headwinds.

Positives

• Institutional Shareholder Services (ISS) now recommends a vote FOR the Alcon merger, citing improved terms and acute downside risks for STAAR as a standalone entity.
• The Alcon merger agreement offers a certain, premium value of $30.75 per share in cash to STAAR stockholders.
• The offer price represents a substantial 74% premium to STAAR's 90-day Volume Weighted Average Price.
• The offer price also represents a 66% premium to STAAR's closing stock price on August 4, 2025.

Negatives

• STAAR's net sales have been on a downward trajectory since 2023.
• The company has an overweight exposure to the China market, which has experienced softening procedure volumes in 2Q25, no improvement in 3Q25, and no rebound in 4Q25.
• STAAR faces increasing competition in its market.
• The company has a limited product offering.
• There has been a historical inability to penetrate markets beyond high myopia patients.
• A comprehensive go-shop process failed to attract any alternative bids at or above Alcon's offer price.

Risks

• The occurrence of any event, change, or other circumstances that could lead to the termination of the Alcon merger agreement or cause the transaction to be delayed or fail.
• 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 for the transaction.
• Disruption of management's attention from STAAR's ongoing business operations due to the proposed transaction.
• The effect of the merger announcement on STAAR's ability to retain and hire key personnel and maintain relationships with customers, suppliers, and other business partners.
• Inability 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.
• A significant decline in STAAR's stock price if the proposed transaction is not consummated.

Future Outlook

The merger with Alcon is presented as a means to provide certain, premium value to stockholders, mitigating the significant and sustained challenges STAAR faces as a standalone company, including continued headwinds in China and increasing competition. Without the merger, the company anticipates ongoing difficulties in its market performance.

Management Comments

• The STAAR Board is committed to maximizing stockholder value and serving the best interests of all STAAR stockholders.
• STAAR clearly faces challenges as a standalone company.
• It is not hard to see from STAAR's financial results that the Company is facing headwinds.
• These trends reinforce the significant, sustained challenges STAAR faces as a standalone company and the benefit to stockholders provided by the certain, premium value that would be realized in the Alcon merger.
• After having completed a robust go-shop process, it is clear that there is not any buyer for STAAR who is willing to present a bid with a price at or above Alcon's offered $30.75 per share.
• STAAR urges stockholders to follow the ISS recommendation and vote FOR the Alcon transaction.
• The Company encourages stockholders to protect the value of their investment and vote FOR the Alcon merger on the WHITE proxy card TODAY.

Industry Context

STAAR Surgical is a global leader in phakic IOLs, specifically with its EVO ICL product line. The company's performance is impacted by broader industry trends, such as the noted lack of rebound in China procedure volumes in 4Q25, which is stated to be consistent with 'others in the industry,' indicating a sector-wide challenge in that key market. Increasing competition is also a significant factor affecting STAAR's standalone viability.

Stakeholder Impact

• Shareholders: Expected to receive $30.75 per share in cash, representing a significant premium over recent trading prices, providing a clear and certain value realization.
• Employees: Potential for disruption and challenges in retaining key personnel due to the proposed transaction.
• Customers and Suppliers: Potential impact on relationships and ongoing business operations due to the proposed transaction.

Next Steps

• Stockholders are urged to vote FOR the Alcon merger on the WHITE proxy card.
• Attend or participate in the virtual Special Meeting of Stockholders on December 19, 2025, at 8:30 a.m. (Pacific Time).

Key Dates

Recommendation

The filing strongly recommends stockholders vote FOR the Alcon merger, which offers a substantial cash premium of $30.75 per share. This represents a 74% premium to the 90-day VWAP and a 66% premium to the closing price on August 4, 2025. Given the company's stated challenges as a standalone entity (downward sales, China exposure, competition), the merger provides a clear, premium exit for investors, making a 'hold' until merger completion the logical strategy to capture this value.

Keywords

STAAR Surgical, Alcon, Merger, Acquisition, Proxy Vote, ISS Recommendation, Phakic IOLs, EVO ICL, Vision Correction, Ophthalmology