Tensions rise between STAAR and Broadwood as proposed Alcon deal nears vote

The rift between Broadwood Partners and STAAR regarding the proposed merger with Alcon continues to deepen, as Broadwood has issued additional statements against the deal, prompting a response from STAAR.

The first statement from Broadwood, issued October 14, 2025,¹ comments on a recent supplement to the proxy statement from STAAR for the proposed merger. In the statement, STAAR has now included the line that, “On April 7, 2025, a representative of a privately owned company (Party C) emailed Mr. Farrell and Dr. Yeu to express interest in exploring a potential business combination with STAAR. The outreach did not include any proposal on valuation, timing, diligence requirements, financing capability, or other transaction terms.”²

STAAR has stated that the company has not received any acquisition or merger proposal for more than 10 years. Additionally, the company noted 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.³

Additionally, STAAR amended the statement to state that Citi “reviewed the likely universe of potential buyers, including Party A and Party C.”²

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.”²

Additionally, STAAR disclosed the emails received from Party A and B in its investor presentation released in September.³

The Party A email, received on August 3, 2025, reads, “I am writing to express our sincere interest in evaluating to acquire an equity stake in STAAR Surgical, including either a minority, majority, or take-private transaction. We think your business has significant potential, and [redacted] have gained deep expertise in the ophthalmology space globally. We look forward to hearing from you.” STAAR notes that its CEO responded on August 4, 2025, that the board would welcome a proposal, after which no proposal came.³

While the Party B email reads, “…I had a conversation with [redacted] last week and shared [redacted]’s interest in potentially supporting the company as you consider future strategic and capital-related opportunities. Our managing director in New York [redacted] would be happy to connect with you for an initial conversation, schedule permitting.” Again, STAAR notes that its CEO responded on August 4, 2025, that the board would welcome a proposal, after which no proposal came.³

STAAR released a separate statement regarding Party C and the claims by Broadwood. In it the company states that Party C was a privately owned company and that since the Form 8-K filing, Party C confirmed to STAAR that “the outreach was an introductory email and was not intended as a proposal.”⁴

STAAR also disputed Broadwood’s claim that it had received business proposals from any company other than Alcon, noting that the outreach from Parties A, B, and C were not offers.⁴

The company stated, “Broadwood Partners’ statements and assertions regarding interest in STAAR are misleading and distort the truth. Broadwood is misrepresenting introductory emails as offers to acquire STAAR. As previously disclosed, the communications from Party A and B were not offers and contained no information relating to valuation, timing, diligence requirements, financing capability, transaction structure, or other terms.”

Parties A, B, and C are not named in the proxy agreement by name.

Broadwood stated, “STAAR first acknowledged this critical fact publicly this morning, buried among a dozen pages of disclosure. Importantly, STAAR has now acknowledged that its CEO and Board Chair did not alert fellow directors to this outreach, even though the potential counterparty has a strong strategic fit with STAAR and is backed by one of the largest and most respected private equity firms in the world.”

“The disclosure of the outreach from a strategic buyer, both to shareholders and to the other directors, is long overdue. It is completely unacceptable that the CEO and Board Chair of STAAR sought approval from the Board on their favored Alcon transaction without full disclosure to their fellow directors. It is even more disturbing that they have sought shareholder approval without disclosing this alternative interest until this morning. It is a breach of trust and transparency,” continued Broadwood.¹

In a second statement from Broadwood, issued on October 15, 2025,⁵ Broadwood confirmed that Institutional Shareholder Services Inc. (ISS), an independent proxy advisory firm, has recommended that the shareholders of STAAR vote against the merger. Broadwood notes that this is the third advisory firm to recommend shareholders vote against the proposed merger. Broadwood claims to have shareholders representing more than 34% of STAAR’s outstanding common shares in its corner.

Broadwood stated, “Now that all 3 major proxy advisory firms and several of the company’s largest shareholders have found serious faults in the judgment of this board and the irretrievably flawed sale process, we caution the board against making any further significant decisions, including about the Alcon deal and other transactions, without robust shareholder involvement and alignment.”

STAAR responded by saying, “We urge all STAAR stockholders not to be misled by Broadwood. STAAR is confident that the Alcon transaction maximizes value for STAAR stockholders [and] is the only merger transaction available to the company, and if it is not approved, the value of your shares is at risk of declining substantially.”⁴

STAAR will hold a virtual Special Meeting of Stockholders on October 23 at 8:30 am PST to vote on the Alcon merger.

References:

1. Broadwood Partners Comments on STAAR Surgical’s Late and Troubling Disclosure in Deeply Flawed Sale Process to Alcon. Published October 14, 2025. Accessed October 15, 2025. https://www.businesswire.com/news/home/20251014130895/en/Broadwood-Partners-Comments-on-STAAR-Surgicals-Late-and-Troubling-Disclosure-in-Deeply-Flawed-Sale-Process-to-Alcon

2. United States Securities and Exchange Commission. 8-K File Number 0-11634. Published October 13, 2025. Accessed October 15, 2025. https://www.sec.gov/ix?doc=/Archives/edgar/data/0000718937/000119312525238127/d62063d8k.htm

3. STAAR Investor Presentation. “Alcon Merger Maximizes Value for Stockholders of STAAR Surgical.” Published September 2025. Accessed October 17, 2025. https://investors.staar.com/~/media/Files/S/staar-surgical/investors/earnings-presentations/staar-investor-response-deck.pdf

4. 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

5. Broadwood Partners: All Three Leading Proxy Advisory Firms Recommend STAAR Surgical Shareholders Vote “AGAINST” Sale to Alcon. Published October 15, 2025. Accessed October 15, 2025. https://www.businesswire.com/news/home/20251015101276/en/Broadwood-Partners-All-Three-Leading-Proxy-Advisory-Firms-Recommend-STAAR-Surgical-Shareholders-Vote-AGAINST-Sale-to-Alcon

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. 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.

8. 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