STAAR Surgical terminates proposed acquisition by Alcon

STAAR Surgical has announced that it will terminate the proposed acquisition by Alcon based on preliminary estimates by STAAR’s proxy solicitor showing that the company did not receive the necessary stockholder votes to approve the merger agreement with Alcon at the Special Meeting of Stockholders held on January 6, 2026.^1,2

This decision follows a lengthy back-and-forth in 2025 between STAAR/Alcon and Broadwood Partners, the largest private stockholder in STAAR, owning 30.2%, and the biggest proponent against the merger.

Alcon originally announced its intent to acquire STAAR in August 2025.³ Under the original terms of the agreement, Alcon would purchase all outstanding shares of STAAR common stock for $28 per share in cash. Those outstanding shares represented 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 original vote for the merger was scheduled for October 23, 2025, before being delayed 4 times to January 6, 2026, following an amended merger agreement in which Alcon.^4,5

Under the terms of the new agreement, Alcon would purchase all outstanding shares of STAAR for $30.75 per share in cash—an increase from the original $28 per share. According to Alcon, this would provide stockholders an additional $150 million in equity value for stockholders. This would represent 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.⁵

Following the decision to end the deal, no termination fee will be payable by either party, and STAAR will remain a standalone, publicly traded company and continue to trade on Nasdaq under the ticker symbol “STAA.”

Stephen Farrell, CEO of STAAR, commented on the termination¹, saying, “The Board approved the Alcon agreement because we determined that it was in the best interests of STAAR stockholders. We respect the outcome of the vote and look forward to working collaboratively with shareholders to ensure the best possible outcome for STAAR as a stand-alone company.”

On the other side, Neal C. Bradsher, Broadwood founder and president, commented on the vote,² saying, “We thank our fellow shareholders for their attention during this process and for rejecting the proposed acquisition of STAAR by Alcon at today’s Special Meeting. We appreciate that so many shareholders recognize the value of STAAR and share our enthusiasm for the company’s bright future.”

"As STAAR’s largest shareholder, we are confident in the company’s standalone prospects and [are] committed to helping STAAR realize its abundant potential for the benefit of all shareholders. To that end, we are ready and willing to work collaboratively with the Board and our fellow shareholders to implement the necessary changes to enable effective oversight and execution on STAAR’s opportunity to become a highly profitable and scaled enterprise,” concluded Bradsher.

Previously, Broadwood called for the removal of 3 STAAR directors,⁴ stating, “We continue to believe that shareholder confidence in the board can be restored only by removing directors.” At this time it is unknown if Broadwood’s above statement “to implement the necessary changes to enable effective oversight and execution” continues to include the removal of board members. Broadwood declined additional comment at the time of writing.

STAAR would not provide any additional new comment on the matter outside of the published release of the vote delay as well. The final certified results from the Special Meeting of Stockholders will be reported in a Form 8-K filed by STAAR with the US Securities and Exchange Commission.

References:

1. STAAR Surgical Announces Preliminary Results of Special Meeting of Stockholders. Published January 6, 2026. Accessed January 6, 2026. https://investors.staar.com/news-and-events/press-releases/2026/01-06-2026-134720114

2. Broadwood Partners Comments on STAAR Surgical Shareholders’ Rejection of the Company’s Proposed Sale to Alcon. Published January 6, 2026. Accessed January 6, 2026. https://www.businesswire.com/news/home/20260106480307/en/Broadwood-Partners-Comments-on-STAAR-Surgical-Shareholders-Rejection-of-the-Companys-Proposed-Sale-to-Alcon

3. Harp MD. Alcon agrees to acquire STAAR Surgical. Published August 5, 2025. Accessed January 6, 2026. https://www.ophthalmologytimes.com/view/alcon-agrees-to-acquire-staar-surgical

4. Harp MD. UPDATE: STAAR postpones Alcon merger vote, Broadwood calls for removal of board members. Published October 28, 2025. Accessed January 6, 2026. https://www.ophthalmologytimes.com/view/staar-postpones-alcon-merger-vote-broadwood-calls-for-removal-of-board-members

5. Harp MD. Alcon raises offer in amended deal to acquire STAAR Surgical. Published December 10, 2025. Accessed January 6, 2026. https://www.ophthalmologytimes.com/view/alcon-raises-offer-in-amended-deal-to-acquire-staar-surgical