The Conversation (0)
Encouraged that at Least One Member of STAAR's Board Recognizes the Flaws of the Sale Process and that the Go-Shop Process was Performative
Questions Completeness of Disclosures Given Critical Omission of Inbound Interest from Respected Private Equity Firm that Indicated It Would Pay More than Alcon
Notes That STAAR's Board Did Not Obtain an Updated Fairness Opinion on the Revised Terms, Despite Meaningful Improvement in Peer Valuations
Releases Investor Presentation with Updated Analysis Demonstrating Why STAAR Shareholders Should Vote " AGAINST " the Proposed Transaction
Broadwood Partners, L.P. and its affiliates (collectively, "Broadwood," "we," "us" or "our") today reacted to the proxy statement supplement filed by Staar Surgical Company ("STAAR" or the "Company") (NASDAQ: STAA) with respect to the proposed acquisition of the Company by Alcon Inc. ("Alcon") (NYSE: ALC). In addition, Broadwood released a new presentation explaining why it continues to oppose the proposed transaction, which can be viewed here .
Broadwood, which owns 30.2% of STAAR's outstanding common stock, issued the following statement:
"We are encouraged that at least one of the members of STAAR's Board of Directors recognizes that the Alcon deal is the byproduct of an irredeemably flawed process and not in the best interests of STAAR shareholders. That dissenting director voted against the transaction in the boardroom vote, according to the Company's proxy statement supplement. In doing so, the director joins multiple engaged and long-term shareholders, as well as all three proxy advisory firms, who have vocalized their substantial concerns about the deal process, timing, and price.
We are not surprised that a member of the Board would vote against this misbegotten transaction. We are only surprised that more of the directors did not recognize the lack of merit in this deal, nor heed the will of shareholders who have overwhelmingly opposed the transaction.
Time and again, this Board has operated outside of acceptable and reasonable deal conventions in service of completing the sale of STAAR to Alcon – process, timing, and price be damned. Most recently, a majority of the Board approved the revised deal terms without seeking an updated fairness opinion from the Board's financial advisor. Valuations across the sector are up meaningfully over the last three months, interest rates are down, and the Company's prospects are brighter after two consecutive quarters of improving and better-than-expected business results. As we illustrate in our presentation, the trading multiple expansion across the medical technology sector alone supports a higher price increase than the meager bump offered by Alcon. In short, we believe the deal was unfair to STAAR shareholders at the start and remains so, even with the increase in consideration. And the Board has no professional analysis or support to indicate otherwise.
It also is noteworthy that the Company's proxy statement supplement fails to mention that the Company received an inbound expression of interest from a well-respected private equity firm with capital and specific expertise in the main geographies and the industry in which the Company operates. The management team appears to have fumbled, if not tacitly resisted, this party's indication of interest – which explicitly indicated that the private equity firm potentially was willing to pay more than Alcon. Specifically, the management team asked this party to sign a multi-year standstill agreement. The demand for such an off-market standstill is particularly galling given that the Board did not ever request or receive a standstill from Alcon, even after Alcon made two unsolicited proposals to buy the Company in 2024. The management team's mishandling of this recent inbound interest is bad enough, but the failure to even mention that interest in the proxy statement is a material omission of which the Board should be ashamed.
The Board's continued missteps, distortions and omissions have validated our worst concerns with this deal process and this Board. We do not believe shareholders can rely on the Board or its judgment.
We encourage our fellow shareholders to review our presentation and to vote " AGAINST " the revised transaction at the upcoming special meeting of shareholders."
If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Saratoga Proxy Consulting LLC, by calling (212) 257-1311 or toll free at (888) 368-0379, or by email at info@saratogaproxy.com . If you have already voted for the merger, you may change your vote by voting a later-dated proxy " AGAINST " the deal. Only your latest dated vote counts.
About Broadwood
Broadwood Partners, L.P. is managed by Broadwood Capital, Inc. Broadwood Capital is a private investment firm based in New York City. Neal Bradsher is the President of Broadwood Capital.
Certain Information Concerning the Participants
Special Meeting of Shareholders Originally Scheduled for October 23, 2025
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 "Participants") are participants in the solicitation of proxies from the shareholders of the Company in connection with the special meeting of shareholders originally scheduled for October 23, 2025 and most recently postponed to be held on December 19, 2025 (including any further adjournments, postponements, reschedulings or continuations thereof, the "Proposed Merger Special Meeting"). The Participants have filed a definitive proxy statement on Schedule 14A (the "Definitive Proxy Statement") and accompanying GREEN Proxy Card to be used in connection with any such solicitation of proxies from the Company's shareholders for the Proposed Merger Special Meeting. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS HAVE FILED OR WILL FILE WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC") BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE PROPOSED MERGER SPECIAL MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. The Definitive Proxy Statement and accompanying GREEN Proxy Card have been furnished to some or all of the Company's shareholders and will be, along with other relevant documents, available at no charge on the SEC's website at https://www.sec.gov/ .
Special Meeting of Shareholders to Remove Members of the Board
The Participants also intend to file a definitive proxy statement and an accompanying GREEN Proxy Card with the SEC to be used to solicit proxies with respect to removing members of the Board and any other proposals that may come before a future and yet to be called or otherwise scheduled special meeting of shareholders (including any adjournments, postponements, reschedulings or continuations thereof, the "Shareholder Meeting"). The Shareholder Meeting will be separate, distinct and unrelated to the Proposed Merger Special Meeting, and the Participants believe that the Shareholder Meeting will have no effect on the outcome of the Proposed Merger Special Meeting. The Participants do not believe that there is any lawful reason that would prevent or prohibit the Participants from calling the Shareholder Meeting, regardless of the outcome of the shareholder vote at the Proposed Merger Special Meeting, and do not make any representation related to whether the Company may contest, or otherwise challenge, the Participants' ability to call the Shareholder Meeting. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE SHAREHOLDER MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. The definitive proxy statement and an accompanying GREEN Proxy Card will be furnished to some or all of the Company's shareholders and will be, along with other relevant documents, available at no charge on the SEC's website at https://www.sec.gov/ .
Information about the Participants and a description of their direct or indirect interests, by security holdings or otherwise, is contained on an amendment to Schedule 13D filed by the Participants with the SEC on November 21, 2025 and is available here .
View source version on businesswire.com: https://www.businesswire.com/news/home/20251210793955/en/
Investor Contacts
John Ferguson / Joseph Mills
Saratoga Proxy Consulting LLC
jferguson@saratogaproxy.com
jmills@saratogaproxy.com
(212) 257-1311
(888) 368-0379
Media Contacts
Scott Deveau / Jeremy Jacobs
August Strategic Communications
Broadwood@AugustCo.com
(323) 892-5562
