STAAR Surgical confirms expiration of “window shop” period in Alcon merger agreement

STAAR Surgical announced the expiration of the 45-day “window shop” period under the terms of the previously announced merger agreement with affiliates of Alcon.

Recently, STAAR filed a definitive proxy statement on the acquisition and has reached out to all stockholders and strongly recommended voting for the merger.

The window shop provision in the Alcon merger agreement enabled STAAR to accept a competing acquisition proposal and terminate the Alcon merger agreement with a nominal termination fee of 1% of the Alcon merger transaction value. If STAAR is to terminate the agreement after the window shopping period, it will face a 3% termination fee that would be payable to Alcon.

Stephen Farrell, CEO of STAAR, commented on the merger, saying, “In an effort to derail the Alcon merger, Broadwood Partners has repeatedly claimed that other parties are interested and capable of making a proposal. However, the company has not received any competing proposal since media reports of takeover interest in STAAR first surfaced in July 2024, nor since the Alcon merger agreement was announced.”

Farrell continued in the press release about the opposition from Broadwood, saying, “Broadwood has provided significant input on the composition of the STAAR Board and management team, including recommending three of the Board’s current six members and voting for all of STAAR’s directors at STAAR’s 2025 Annual Meeting. The Board extensively considered Broadwood’s opposition to the Alcon merger agreement as well as its fiduciary responsibility to all stockholders, including Broadwood, before unanimously approving the Alcon agreement. Collectively, the Board and management team understand the market risks, trends, and opportunities better than Broadwood, and Broadwood’s opposition to the transaction is unfounded.”

The company noted that Broadwood has repeatedly indicated that it has been in contact with possible strategic and financial parties interested in acquiring STAAR as an alternative to the Alcon merger. However, no competing proposal has been received.

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 the company, this transaction represents a total equity value of approximately $1.5 billion.

The company went on to state, “Broadwood is asking STAAR stockholders to forfeit the all-cash, premium value provided by the Alcon merger agreement and instead underwrite the significant risks inherent in STAAR as a standalone company.”

The press release from the company further stressed that the failure of this acquisition could lead to “significant value destruction.”

The story so far

In August 2025, Alcon announced its plans to enter into a definitive merger agreement with STAAR Surgical Company, through which Alcon intends to acquire STAAR.

The planned acquisition of STAAR includes the EVO family of lenses (EVO ICL) for vision correction for patients with moderate to high myopia with or without astigmatism. EVO ICLs are implantable lenses that address a wide range of vision correction needs through a minimally invasive procedure that is reversible. EVO family ICLs are implanted between the iris and the natural crystalline lens during a procedure that does not remove corneal tissue.

This month, STAAR Surgical filed its definitive proxy statement with the US Securities and Exchange Commission in connection with the company’s pending merger with Alcon. Additionally, the company urged its shareholders to approve of the deal.

However, a statement from BTIG, a global financial services firm specializing in investment banking, institutional trading, research, and related brokerage services, released by STAAR notes that the “concentrated ownership is a bit of a wildcard, and the proxy confirms that its largest shareholder was not supportive of the transaction for a period of time and has not said publicly which way they may vote.” BTIG did, however, go on to say that it believes STAAR will secure enough votes from other shareholders to move forward with the merger.

If approved, the transaction is anticipated to close in approximately 6 to 12 months, subject to customary closing conditions.

References:

1. STAAR Surgical Announces Expiration of “Window Shop” Period; No Competing Acquisition Proposals Received. Published September 22, 2025. Accessed September 22, 2025. https://investors.staar.com/news-and-events/press-releases/2025/09-22-2025-121511522

2. Harp MD. STAAR Surgical files definitive proxy statement on pending merger with Alcon. Published September 16, 2025. Accessed September 22, 2025. https://www.ophthalmologytimes.com/view/staar-surgical-files-definitive-proxy-statement-on-pending-merger-with-alcon

3. Harp MD. Alcon agrees to acquire STAAR Surgical. Published August 5, 2025. Accessed September 22, 2025. https://www.ophthalmologytimes.com/view/alcon-agrees-to-acquire-staar-surgical