Alcon raises offer in amended deal to acquire STAAR Surgical

Alcon and STAAR Surgical have signed an amended merger agreement in which Alcon will acquire STAAR. This follows numerous delays in the original projected timeline of the sale.

Under the terms of the newly signed amended agreement, Alcon will purchase all outstanding shares of STAAR for $30.75 per share in cash—an increase from the original $28 per share.¹ According to Alcon, this provides stockholders an additional $150 million in equity value for stockholders. This represents a 74% premium to STAAR’s 90-day Volume Weighted Average Price (VWAP) and a 66% premium to the closing price of STAAR common stock on August 4, 2025—up from the original 59% and 51% premiums, respectively.¹

David Endicott, CEO of Alcon, stressed in a press release that this will be the final offer from Alcon, saying, “This best and final offer to the STAAR stockholders offers a clear choice: a substantial and certain premium versus an uncertain future tied to a dissident activist with a dubious track record.”

Prior to this, STAAR had delayed a Special Meeting of Stockholders that was scheduled for October 23, 2025, until November 6, 2025, before further delaying it until December 19, 2025.² The last delay was due to amendments to the original merger agreement, which, according to the company, allowed for “proactive solicitation by STAAR of third-party proposals to maximize value for all STAAR stockholders.”

At the time, a new go-shop period was established that allowed STAAR to proactively solicit third-party proposals while protecting the original offer from Alcon. This period ended on December 6, 2025.³

According to STAAR, no proposals were received prior to the expiration of this period. The company also states that during the period, STAAR engaged with 21 third parties, including financial sponsors, potential strategic acquirers, and the parties previously identified in STAAR’s proxy statement as Party A, B, and C. Of the 21 parties, 2 signed non-disclosure agreements and received diligence information from STAAR and engaged in discussions with STAAR management.³

Stephen Farrell, CEO of STAAR, commented on the go-shop period saying, “The STAAR Board conducted a thoughtful sale process before the transaction was announced that was based on its extensive M&A experience, careful consideration of potential alternatives, and its informed view of the ophthalmic space—experience and information that Broadwood does not possess. The results of this go-shop confirm that the process that the Board pursued before approving the merger agreement—and its knowledge of STAAR’s business, risks, and opportunities—produced the best buyer for STAAR.”

Broadwood Partners is the largest private stockholder in STAAR, owning 30.2%, and the biggest proponent against the merger. Since the merger was originally announced, Broadwood has published numerous rebuttals to the deal, such as that the deal was done in haste, stating it is the wrong time, process, and price to sell STAAR. Additionally, the company claimed that the sale process was one-sided and “rife with material conflicts.” Broadwood claims board relationships with Alcon shaped and influenced the deal, and that STAAR ignored other avenues to sell the company.⁴ STAAR refuted or denied the claims by Broadwood.

During the recent go-shop period, Alcon went directly to shareholders of STAAR to explain the value in the proposed deal. Alcon stated that STAAR does not have the scale or resources to be a profitable, high-growth standalone company and that Alcon is “best suited to maximize the value of this product.” Additionally, Alcon mentioned that the alternative to the deal would be a “silent takeover by activist investors with no premium and a highly uncertain future.”¹

Broadwood, however, stated it has no intention of seeking control of STAAR— “We do not seek—and have never sought—control of STAAR, but we are large owners and are enthusiastic about continuing to own our share of the business as it turns the corner after some self-inflicted wounds in 2024.”⁴

STAAR will be conducting a Special Meeting of Stockholders on December 19, 2025, to vote on the Alcon acquisition.

References:

1. Alcon Announces Amended Merger Agreement with STAAR Surgical. Published December 9, 2025. Accessed December 9, 2025. https://onltherapeutics.com/2025/12/09/onl-therapeutics-announces-publication-of-data-from-phase-1b-study-of-xelafaslatide-an-investigational-therapy-for-geographic-atrophy-in-ophthalmology-science/

2. STAAR Surgical announces amendments to Alcon merger agreement. News release. STAAR Surgical Company. November 7, 2025. Accessed December 9, 2025. https://investors.staar.com/news-and-events/press-releases/2025/11-07-2025-151021284

3. STAAR Surgical Announces Expiration of Go-Shop Period. Published December 8, 2025. Accessed December 9, 2025. https://investors.staar.com/news-and-events/press-releases/2025/12-08-2025-130055316

4. Broadwood Partners Responds to Alcon’s Increase to Proposed Acquisition Price of STAAR Surgical. Published December 9, 2025. Accessed December 9, 2025. https://www.businesswire.com/news/home/20251209663333/en/Broadwood-Partners-Responds-to-Alcons-Increase-to-Proposed-Acquisition-Price-of-STAAR-Surgical