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Leading Proxy Advisory Firms ISS, Glass Lewis, and Egan-Jones, as well as Long-Term Shareholders Echo Broadwood’s Concerns over Deeply Deficient Sale Process, Timing, and Price
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Shareholders Representing More than 34% of STAAR’s Outstanding Common Shares Have Publicly Opposed the Transaction
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Broadwood Urges All Shareholders to Vote “AGAINST” the Proposed Acquisition
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NEW YORK — Broadwood Partners, L.P. and its affiliates (“Broadwood” or “we”) today commented on the increasing public opposition to the proposed acquisition of STAAR Surgical Company (“STAAR” or the “Company”) (NASDAQ: STAA) by Alcon Inc. (“Alcon”) (NYSE: ALC). Broadwood continues to urge its fellow shareholders to vote on the GREEN Proxy Card “ AGAINST” the transaction at a virtual Special Meeting of Stockholders to be held on October 23, 2025, at 8:30 a.m. (Pacific Time).
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Neal C. Bradsher, Broadwood Founder and President, stated:
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“It is clear the sale process that led to this proposed transaction was deeply flawed and conflicted from the beginning. This proposed transaction comes at the wrong time, following the wrong process, and at the wrong price. All three major shareholder advisory firms agree, in a rare example of unanimity among these independent experts. So too do numerous shareholders. We continue to urge our fellow shareholders to vote ‘ AGAINST’ the proposed transaction on the GREEN Proxy Card.”
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To date, shareholders representing more than 34% of STAAR’s outstanding common shares – including Yunqi Capital, Defender Capital, CalSTRS, former STAAR CEO David Bailey, and former STAAR executive Pascal Aeschlimann – have communicated publicly that they oppose and intend to vote against the proposed acquisition of STAAR by Alcon.
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Below is some commentary by these independent third-party shareholders and proxy advisory firms.
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The Wrong Time
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- “With recent positive projections and outlook released by management, we see no compelling reason to sell STAAR at this time.” (Defender Capital, October 7, 2025)1
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- “STAAR’s own words confirm the issue that caused Alcon to reduce its offer: management’s poor execution, not any change in market opportunity or the underlying technology. Indeed, STAAR’s forecasts—revealed in the proxy—show sales doubling by 2030.” (Aeschlimann and Bailey, September 23, 2025)
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- “… [T]he transaction was announced immediately prior to disclosure of Q2 financial results, which were better than expected. Not only does this timing invite further suspicion, but the company has changed the manner in which it presents certain challenges, and it has become increasingly pessimistic despite developments since announcement that have been more positive than negative.” (ISS, October 15, 2025)
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- “Shareholders deserve better. We believe the Company is significantly underestimating the strength of its business – particularly with respect to its performance and outlook in its largest market, China. … The China market is recovering, STAAR has the trusted products and established sales channels to capitalize on this large and growing opportunity, and Alcon’s bid for STAAR is clearly opportunistic.” (Yunqi Capital, October 6, 2025)
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- “… STAAR is financially stable and, by its own accounting, anticipates a material and relatively near-term return to growth across several fundamental metrics. Our own review thus puts us in a difficult position to suggest unaffiliated investors have been afforded sufficiently compelling quantitative cause to cede exposure to that upside in exchange for a one-time cash-out.” (Glass Lewis, October 7, 2025)
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- “We believe this offer is opportunistic, having been negotiated in the aftermath of excess inventory challenges in China that disproportionately impacted the Company’s near-term financial performance rather than its long-term growth potential. This became evident following the Company’s Q2 earnings announcement after the August 5th merger disclosure, which indicated that the inventory challenges in China were beginning to ease. … These contradictory statements within such a short time frame raise serious questions about the transparency and consistency of management, as well as the timing and intent behind the merger negotiations.” (Egan-Jones, October 10, 2025)
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The Wrong Process
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- “… [W]e believe available disclosure introduces a litany of concerns around procedural depth and efficacy, with the board skirting a true market check, giving short shrift to at least two inbound expressions of interest (transparency around another approach in April 2025 remains meager, seemingly even within the STAAR boardroom) and leaning on a ‘window shop’ process with little practical likelihood of producing a competing offer for the Company.” (Glass Lewis, October 7, 2025)
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- “A Board focused on maximizing long-term shareholder value might be expected … to seek improved terms from Alcon—or to invite competing proposals that reflect STAAR’s strategic scarcity, potential synergies, and credible independent worth. To settle for less clearly leaves substantial value unavailable to shareholders and represents a significant gift to Alcon if the deal is approved.” (Aeschlimann and Bailey, September 23, 2025)
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- “… [T]here are valid reasons for shareholders to question whether the wider board was fully informed of potential interest. These considerations are particularly troubling, as the board chair had a preexisting business relationship with the acquirer that concluded less than a year before the deal was announced. These facts alone could prompt a shareholder to consider rejecting the offer.” (ISS, October 15, 2025)
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- “According to STAAR’s SEC filings, the Company’s named executive officers, stand to make an estimated $55 million in compensation from the proposed merger with Alcon. This includes approximately $24 million for CEO Stephen Farrell, a staggering amount for just a few months of leadership since his appointment earlier this year. We believe these payouts reveal a significant conflict of interest, providing blinding financial incentives for Mr. Farrell to push for a sale, both to the Board and shareholders, at a price far below the Company’s intrinsic value, while bypassing a more robust and transparent process.” (Yunqi Capital, October 6, 2025)
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