STAAR Surgical announces amendments to Alcon merger agreement, further delays deal

The timeline for the proposed Alcon acquisition of STAAR Surgical has once again been extended as STAAR announced amendments to the Alcon merger agreement. Prior to the amendment, STAAR delayed its Special Meeting of Stockholders twice—which has now been further delayed a third time to December 19, 2025.¹

According to STAAR, the amendment allows for “proactive solicitation by STAAR of third-party proposals to maximize value for all STAAR stockholders.”¹

Stephen Farrell, CEO of STAAR, commented, saying, “The STAAR Board continues to be committed to maximizing stockholder value. This go-shop has provisions that encourage all potential buyers to come forward to provide their updated perspectives on valuation based on our most recent financial results and business trends. This go-shop process will either produce a superior proposal, or it will validate the merits of our proposed merger with Alcon. Either way, STAAR stockholders win.”

The new go-shop mentioned by Farrell allows STAAR to proactively solicit third-party proposals through December 6, 2025, while protecting the offer Alcon agreed to provide under the merger agreement. STAAR states that during the period, the company and its financial advisor plan to contact parties to invite interest in an alternative transaction to the Alcon merger and invite any interested party to submit proposals.

According to the amendment, STAAR is not required to notify Alcon of any offers received, and Alcon has also agreed to give up any matching rights should a superior proposal be made during the go-shop period. Should STAAR decide to go with another offer, the company is not required to pay a termination fee to Alcon.

This delay and amendment solicited a response from Broadwood Partners,² the largest stockholder holding approximately 27.5% of the outstanding common stock of STAAR and the biggest opposition to the deal. Once again, Broadwood has called for changes to the board of STAAR to overlook the deal. While Broadwood stated it is “pleased” by the board’s “recognition of the flawed process,” it also stated its disapproval of the go-shop, saying, “Go-shops are never good substitutes for a well-designed, well-timed, thorough sale process.”

Broadwood concluded by saying, “We have lost confidence in the board’s ability to make good and objective decisions on our behalf. The right, humble, and necessary response is for this board to embrace accountability and sound governance by augmenting its membership with new directors whom investors can trust.”²

Before the amendment was announced, Alcon threw its hat in the ring and published a presentation on the benefits of the STAAR acquisition.³ In the presentation, Alcon accused Broadwood of “engineering a silent takeover of STAAR without paying any premium.” Additionally, Alcon stated that “Broadwood Capital’s history as an activist leads to underwhelming returns.”

Broadwood responded⁴ by stating Alcon and STAAR have “taken instead to ad hominem attacks” due to a “lack [of] facts on their side and good arguments on the merits.” Broadwood also refuted the claim that its investments lead to underwhelming returns, stating, “$1 million invested with Broadwood at the beginning of 2000 is now worth more than $47 million.”

What is the story behind the Alcon/STAAR acquisition?

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

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.^5-8

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.^5-8

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.^5-8

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.^5-8

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.^5-8

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.”^5-8

More in-depth details can be found in previous coverage of the event.^5-8

References:

1. STAAR Surgical announces amendments to Alcon merger agreement. Published November 7, 2025. Accessed November 14, 2025. https://investors.staar.com/news-and-events/press-releases/2025/11-07-2025-151021284

2. Broadwood Partners Calls for the Appointment of New Directors at STAAR Surgical to Oversee Go-Shop Process. Published November 10, 2025. Accessed November 14, 2025. https://www.businesswire.com/news/home/20251110498145/en/Broadwood-Partners-Calls-for-the-Appointment-of-New-Directors-at-STAAR-Surgical-to-Oversee-Go-Shop-Process

3. Alcon’s perspective on STAAR Acquisition. Published November 2025. Accessed November 14, 2025. https://s1.q4cdn.com/963204942/files/doc_presentations/2025/STAAR-Investor-Discussion-Materials-VF.pdf

4. Broadwood Partners Condemns Alcon’s Fallacious Attacks on STAAR Surgical and Its Prospects. Published November 4, 2025. Accessed November 14, 2025. https://www.businesswire.com/news/home/20251104591082/en/Broadwood-Partners-Condemns-Alcons-Fallacious-Attacks-on-STAAR-Surgical-and-Its-Prospects

5. 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

6. 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

7. 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

8. Harp MD. UPDATE: STAAR postpones Alcon merger vote, Broadwood calls for removal of board members. Published October 28, 2025. Accessed November 14, 2025. https://www.ophthalmologytimes.com/view/staar-postpones-alcon-merger-vote-broadwood-calls-for-removal-of-board-members