STAAR postpones Alcon merger vote, Broadwood calls for removal of board members

The proposed merger between Alcon and STAAR Surgical continues to muddy as STAAR and Alcon have decided to postpone the Special Meeting of Stockholders that was scheduled for October 23, 2025, until November 6, 2025.¹

The delay in the vote prompted backlash from Broadwood Partners, the largest stockholder holding approximately 27.5% of the outstanding common stock of STAAR and opposed to the merger with Alcon.

Broadwood Partners condemned the decision by STAAR and Alcon, stating it is the “latest in a long string of bad decisions by this board.”²

Yunqi Capital Limited, owner of 5% of STAAR’s outstanding shares, stands behind Broadwood in opposition.

Broadwood called into question the company’s integrity, saying, “A little more than 2 weeks ago, the Board said: ‘[T]he ultimate decision rests in the hands of all STAAR stockholders, which is exactly where it should be.’ But now, faced with overwhelming and public shareholder opposition to the deal, the Board, with full visibility into the vote tally, has stripped shareholders of their right to a timely final vote.”

In addition to condemning the actions of STAAR, Broadwood also announced its intention to officially seek the removal of 3 STAAR directors, stating, “We continue to believe that shareholder confidence in the board can be restored only by removing directors.”

Broadwood had mentioned its intent to call a special meeting of the STAAR stockholders prior to the originally scheduled vote on October 23.³ In that statement, Broadwood claimed that “new directors are needed to properly steward the company and restore shareholder trust.” At the time, however, Broadwood did not specify the board members it sought to remove.

However, in the most recent statement, Broadwood specifically mentions Elizabeth Yeu, MD, who, according to the company, was a consultant to Alcon until very recently.

As previously reported, STAAR refuted these claims by stating, "Broadwood’s perceived entanglements of former board members who are no longer on the STAAR board and who did not vote on the Alcon merger are irrelevant; none of those individuals were involved in the board’s decision..." Additionally, the company noted previously that Yue's relationship with Alcon ended in October of 2024.^4,5

Stephen Farrell, the current CEO of STAAR, is also mentioned by name, who, according to Broadwood, “stands to make $24 million from the sale of STAAR after just 5 months in his role.” Finally, the group mentions Arthur Butcher, the board’s Compensation Committee Chair, for “[approving] egregious exit compensation packages for executives in conjunction with the transaction.”

Again, STAAR has previously refuted this, stating that the compensation program is "customary and aligned with stockholders' interest." The company expanded, noting that "under the STAAR equity plan approved by stockholders, a buyer must either assume STAAR equity awards and roll them into the buyer's shares or accelerate awards and pay them out in cash. - Alcon elected to pay out
STAAR awards in cash."^4,5

STAAR did not have any additional new comment on the matter outside of the published release of the vote delay.

What is happening between STAAR and its shareholders?

In August 2025, Alcon and STAAR Surgical entered into a definitive merger agreement through which Alcon announced its intent to acquire STAAR.^6-8

Under the terms of the agreement, Alcon will purchase all outstanding shares of STAAR common stock for $28 per share in cash. These outstanding shares represent approximately a 59% premium to STAAR’s 90-day volume-weighted average price and a 51% premium to the closing price of STAAR common stock on August 4, 2025. According to STAAR, this transaction represents a total equity value of approximately $1.5 billion.^6-8

In September, STAAR Surgical announced the expiration of the 45-day “window shop” period under the terms of the merger agreement with affiliates of Alcon. At the time Broadwood started to become more vocal about its opposition to the deal, filing its own proxy statement against the deal.^6-8

Broadwood noted 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 process of the sale 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.^6-8

STAAR refuted the claims by noting that other than Alcon, it has not received any acquisition or merger proposal for more than 10 years. Also stating that "Broadwood has not delivered" on claims that there is another viable buyer and that the company has not received any acquisition proposal other than from Alcon.^6-8

Most recently, STAAR amended its proxy statement to include more information about additional parties who had contacted STAAR in some way about a sale. STAAR does, however, note that the current CEO, Stephen Farrell, reached out to each of “Party A and Party B,” inviting them to make a proposal for STAAR’s review prior to executing the Merger Agreement. The company added that neither “Party A nor Party B sent STAAR another communication prior to the expiration of the 45-day ‘window shop’ period, which ended on September 19, 2025. Additionally, the company confirmed that another party that had reached out “[sent] an introductory email and was not intended as a proposal.”^6-8

More in-depth details can be found in previous coverage of the event.^6-8

References:

1. Alcon and STAAR Surgical Announce Adjournment of STAAR Special Meeting of Stockholders. Published October 23, 2025. Accessed October 24, 2025. https://investors.staar.com/news-and-events/press-releases/2025/10-23-2025-170918117

2. Broadwood Partners Condemns Decision by STAAR Surgical and Alcon to Delay Final Vote on Proposed Transaction. Published October 24, 2025. Accessed October 24, 2025. https://www.businesswire.com/news/home/20251023644800/en/Broadwood-Partners-Condemns-Decision-by-STAAR-Surgical-and-Alcon-to-Delay-Final-Vote-on-Proposed-Transaction

3. Broadwood Partners Intends to Call Special Meeting to Remove Several STAAR Surgical Directors. Published October 22, 2025. Accessed October 24, 2025. https://www.businesswire.com/news/home/20251022937035/en/Broadwood-Partners-Intends-to-Call-Special-Meeting-to-Remove-Several-STAAR-Surgical-Directors

4. STAAR Surgical: Independent Industry Analysts Recognize Merits of Alcon Merger, the Value It Provides, and the Downside Risks Facing STAAR on Standalone Basis. Published October 6, 2025. Accessed October 6, 2025. https://investors.staar.com/news-and-events/press-releases/2025/10-06-2025-123120517

5. STAAR Surgical Addresses Broadwood Partners’ Flawed, Misleading, and Misinformed Claims. Published October 6, 2025. Accessed October 6, 2025. https://investors.staar.com/news-and-events/press-releases/2025/10-06-2025-123020697

6. Harp MD. STAAR and Broadwood conflict over proposed Alcon merger continues. Published October 7, 2025. Accessed October 17, 2025. https://www.ophthalmologytimes.com/view/staar-and-broadwood-conflict-over-proposed-alcon-merger-continues

7. Harp MD. STAAR and Broadwood clash over proposed Alcon merger. Published September 26, 2025. Accessed October 6, 2025. https://www.ophthalmologytimes.com/view/staar-and-broadwood-clash-over-proposed-alcon-merger

8. Harp MD. Tensions rise between STAAR and Broadwood as proposed Alcon deal nears vote. Published October 17, 2025. Accessed October 24, 2025. https://www.ophthalmologytimes.com/view/tensions-rise-between-staar-and-broadwood-as-proposed-alcon-deal-nears-vote