SCHEDULE: Yunqi Capital Opposes STAAR Surgical's Alcon Merger

Yunqi Path Capital Master Fund and affiliates, holding 5.1% of STAAR Surgical, publicly announced their intention to vote against the proposed merger with Alcon, citing undervaluation and a deficient process.

Summary

• Yunqi Path Capital Master Fund, Yunqi Capital Limited, Yunqi Capital Cayman Limited, and Christopher Min Fang Wang (collectively, the "Reporting Persons") beneficially own 2,500,061 shares of STAAR SURGICAL CO common stock, representing 5.1% of the outstanding shares.
• The Reporting Persons acquired these shares for investment purposes, with the initial acquisition occurring in 2023.
• Funds for the share purchases came from the working capital of Yunqi Master Fund, with no borrowed funds used beyond ordinary course business operations.
• The Reporting Persons intend to vote against the Proposed Merger of STAAR SURGICAL CO by Alcon, which was announced on August 5, 2025.
• An open letter to stockholders was issued via press release, detailing the reasons for their opposition.
• The opposition is based on a belief that a deficient process was conducted, disagreement with the Issuer's negative assessment of the macroeconomic climate in China, and the conviction that the Proposed Merger significantly undervalues STAAR SURGICAL CO.

Sentiment

Score: 3

Explanation: The filing expresses a strong negative sentiment towards the proposed merger terms and process, indicating a belief that the company is undervalued. While negative on the merger, it implies a positive view on the intrinsic value of STAAR SURGICAL CO.

Negatives

• The Reporting Persons believe a deficient process was conducted in relation to the Proposed Merger.
• The Reporting Persons disagree with the Issuer's bleak assessment of the macroeconomic climate in China, which they believe contributed to a low price agreement with Alcon.
• The Proposed Merger is believed to significantly undervalue STAAR SURGICAL CO.

Risks

• The Proposed Merger may proceed at a price that significantly undervalues STAAR SURGICAL CO, potentially depriving shareholders of full value.
• Disagreement among shareholders regarding the merger terms could lead to uncertainty or prolonged processes.

Future Outlook

The Reporting Persons intend to review their investment in STAAR SURGICAL CO on a continuing basis, considering the Merger Agreement. They may explore strategic alternatives to the Proposed Merger and engage with management, the Board, other stockholders, and potential strategic/financial partners to create additional shareholder value.

Management Comments

• "The Reporting Persons presently intend to vote against the Proposed Merger."
• "The Reporting Persons believe a deficient process was conducted in relation to the Proposed Merger."
• "The Reporting Persons disagree with the Issuer's bleak assessment of the macroeconomic climate in China which contributed to it agreeing to a low price with Alcon."
• "The Proposed Merger significantly undervalues the Issuer."

Industry Context

This filing highlights a significant shareholder's opposition to a major M&A transaction in the ophthalmology and medical device sector, suggesting potential for a contested merger or a re-evaluation of terms. It underscores the importance of shareholder approval and valuation in large corporate acquisitions.

Stakeholder Impact

• Shareholders: The filing directly impacts shareholders by advocating for a vote against the proposed merger, potentially influencing the outcome of the vote and the future valuation of their holdings.
• Company Management and Board: The opposition creates pressure on STAAR SURGICAL CO's management and Board to justify the merger terms or consider alternatives.

Next Steps

• The Reporting Persons will vote against the Proposed Merger at the special meeting of stockholders on October 23, 2025.
• The Reporting Persons may explore strategic alternatives to the Proposed Merger.
• The Reporting Persons may contact STAAR SURGICAL CO's management, Board, other significant stockholders, and potential alternative strategic and financial partners.

Key Dates

Recommendation

The filing indicates a significant shareholder believes the current merger offer from Alcon significantly undervalues STAAR SURGICAL CO and intends to vote against it. This creates uncertainty around the merger's completion and suggests potential for a higher bid or the merger's termination. For investors, holding the stock allows for participation in potential upside if a better offer emerges or if the company remains independent and performs well, while acknowledging the risk of the current merger proceeding at the stated price or the stock declining if the merger fails without a better alternative.

Keywords

STAAR Surgical, Alcon, Merger, Acquisition, Yunqi Capital, Shareholder Activism, Proxy Vote, Valuation, SEC Filing, 13D