Broadwood Has Consistently Misled STAAR Stockholders About Takeover Interest in STAAR In Order to Derail the Alcon Merger
STAAR Urges Stockholders to Vote "FOR" the Alcon Transaction on WHITE Proxy Card TODAY
LAKE FOREST, Calif.--(BUSINESS WIRE)--December 17, 2025--
STAAR Surgical Company (NASDAQ: STAA), the global leader in phakic IOLs with the EVO family of Implantable Collamer$(R)$ Lenses (EVO ICL(TM)) for vision correction, today issued the following open letter to STAAR stockholders:
Dear STAAR Surgical Stockholders:
The Special Meeting of Stockholders to vote on the amended agreement with Alcon Inc. (SIX/NYSE: ALC) is just days away. How you vote at the Special Meeting will greatly influence the value of your shares. You have a choice:
-- Vote to approve the Alcon agreement and receive the $30.75 per share cash
value it provides, which represents a 74% premium to STAAR's 90-day
Volume Weighed Average Price as of August 4, 2025
or
-- Risk a future where STAAR's board, management and strategy are greatly
influenced by Broadwood Partners, L.P.'s uninformed views about the
challenges facing STAAR's business
Over the past year, Broadwood has significantly increased its ownership in STAAR and now owns more than 30% of STAAR's outstanding shares. In addition, Broadwood has repeatedly threatened to run an activist proxy contest to remove three of STAAR's six directors, which would allow Broadwood to obtain disproportionate influence over STAAR without paying any control premium to STAAR's other stockholders.
We believe the choice is clear -- and strongly recommend that STAAR stockholders vote "FOR" the Alcon merger on the WHITE proxy card TODAY.
THE FACT: Broadwood Has Repeatedly Misled STAAR Stockholders in its Effort to Derail the Alcon Transaction and Serve its Own Creeping Control Agenda
Over the past several months, in an effort to derail the Alcon merger, Broadwood has routinely made fictitious statements regarding supposed third party interest in the Company. In each instance, Broadwood's claims have been proven false.
Broadwood's Alleged Broadwood's False Claims The Facts
Third Party Interest
------------------------- ------------------------- ------------------------
Parties A & B "Two other parties Two days prior to the
contacted one of STAAR's August 5, 2025
directors during the sale announcement of the
process, but the Board Alcon agreement, STAAR
did not provide diligence received vague
materials or engage with communications of
them and did not even interest from Party A
invite those parties to and Party B. Neither
submit proposals until party provided any
hours before the original proposal on valuation,
Merger Agreement was timing, diligence
signed." (Broadwood requirements, financial
Partners, L.P. capability, transaction
Supplemental Investor structure or other
Presentation Slide 11) terms. STAAR's CEO
responded within 24
hours of this outreach
and invited any
proposal, to which none
came. During the go-shop
period, Party A and B
confirmed that neither
was interested in
receiving information to
evaluate a potential
transaction.
------------------------- ------------------------- ------------------------
Party C "Another party, a A representative of a
well-capitalized and privately-owned company,
leading ophthalmology Party C, emailed STAAR
company, reached out to on April 7, 2025. Party
STAAR's CEO and Board C has confirmed to STAAR
Chair in April 2025 that "the outreach was
seeking to discuss a an introductory email
strategic transaction but and was not intended as
was entirely ignored." a proposal." During the
(Broadwood Partners, L.P. go-shop period, STAAR's
Supplemental Investor financial advisor
Presentation Slide 11) contacted Party C, and
Party C reconfirmed that
it had no interest in
making a proposal and/or
receiving information to
evaluate a potential
transaction.
------------------------- ------------------------- ------------------------
The other "credible" "We are also aware of a FountainVest, which
buyer credible buyer with the STAAR believes is the
capital, industry party referenced by
expertise, and strong Broadwood as the
interest in acquiring "credible buyer," waited
STAAR at a price higher until day 21 of the
than the Alcon bid that 30-day go-shop period
was told it had to sign a (on November 27, 2025)
multi-year standstill to before reaching out to
be granted access to STAAR. FountainVest had
diligence materials." not previously indicated
(Broadwood Partners, L.P. any interest in
Supplemental Investor acquiring STAAR prior to
Presentation Slide 13) the signing of the Alcon
merger agreement nor
during the post-signing
"window-shop" period.
Despite outreach from
STAAR's CEO and the
Company's financial
advisor, FountainVest
did not respond to
STAAR's proposed
nondisclosure agreement
for five days, sending
its markup (which, among
other things, deleted
the standstill
provision) shortly
before midnight on day
28 of the go-shop
process. Within 24 hours
thereafter, on day 29 of
the go-shop process,
STAAR responded to
FountainVest with a
revised NDA that
accepted its deletion of
the standstill. Despite
this, FountainVest
declined to execute the
NDA. The 30-day go-shop
period expired at 11:59
p.m. Eastern Time on
December 6, 2025, and no
proposals were received
by STAAR, including from
FoutainVest, Broadwood's
supposed "credible
buyer."
------------------------- ------------------------- ------------------------
STAAR stockholders should not be swayed by Broadwood's distortion of the facts as it takes steps to increase its influence over the Company without paying stockholders any control premium.
We encourage stockholders to vote FOR the Alcon agreement so that they can receive Alcon's increased all-cash offer of $30.75 per share -- a 74% premium to the 90-day VWAP -- representing certain and immediate cash value.
STAAR will hold a virtual Special Meeting of Stockholders on December 19, 2025 at 8:30 a.m. (Pacific Time). Stockholders of record as of the close of business on October 24, 2025, are entitled to vote at the meeting.
Stockholders with questions about voting their shares should contact STAAR's proxy solicitor, Innisfree M&A Incorporated:
-- For stockholders: +1 877-750-8233 (toll-free from the U.S. and Canada) or
+1 412-232-3651 (from other countries)
-- For banks and brokerage firms: +1 212-750-5833
About STAAR Surgical
STAAR Surgical (NASDAQ: STAA) is the global leader in implantable phakic intraocular lenses, a vision correction solution that reduces or eliminates the need for glasses or contact lenses. Since 1982, STAAR has been dedicated solely to ophthalmic surgery, and for 30 years, STAAR has been designing, developing, manufacturing, and marketing advanced Implantable Collamer(R) Lenses (ICLs), using its proprietary biocompatible Collamer material. STAAR ICLs are clinically-proven to deliver safe long-term vision correction without removing corneal tissue or the eye's natural crystalline lens. Its EVO ICL$(TM)$ product line provides visual freedom through a quick, minimally invasive procedure. STAAR has sold more than 3 million ICLs in over 75 countries. Headquartered in Lake Forest, California, the company operates research, development, manufacturing, and packaging facilities in California and Switzerland. For more information about ICL, visit www.EVOICL.com. To learn more about STAAR, visit www.staar.com.
Additional Information About the Merger and Where to Find It
This communication relates to the proposed transaction involving STAAR. In connection with the proposed transaction, STAAR has filed relevant materials with the U.S. Securities and Exchange Commission (the "SEC"), including STAAR's definitive proxy statement on Schedule 14A (the "Proxy Statement"), on September 16, 2025. The Proxy Statement was first sent to STAAR stockholders on September 16, 2025, and was thereafter supplemented. This communication is not a substitute for the Proxy Statement or any other document that STAAR may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF STAAR ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC's website, www.sec.gov, or by visiting STAAR's investor relations website, https://investors.staar.com.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Participants in the Solicitation
Under SEC rules, STAAR and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the holders of STAAR's common stock in connection with the proposed transaction. Information about the directors and executive officers of STAAR and their ownership of STAAR's common stock is set forth in the Proxy Statement, the definitive proxy statement for STAAR's 2025 Annual Meeting of Stockholders (the "Annual Proxy Statement"), which was filed with the SEC on April 24, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000718937/000095017025058174/staa-20250424.htm), including the sections captioned "Compensation of Directors," "Information Regarding Executive Officers" and "Security Ownership of Principal Shareholders and Management," or its Annual Report on Form 10-K for the year ended December 27, 2024, which was filed with the SEC on February 21, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000718937/000095017025024813/staa-20241227.htm), and in other documents filed by STAAR with the SEC. To the extent holdings of such participants in STAAR's securities have changed since the amounts described in the Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC by STAAR's directors and executive officers. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.
Forward-Looking Statements
The information covered by this communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often contain words such as "anticipate," "believe," "expect," "plan," "estimate," "project," "continue," "will," "should," "may," and similar terms. All statements in this communication that are not statements of historical fact are forward-looking statements. These forward-looking statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Alcon merger agreement or could cause the consummation of the proposed transaction to be delayed or to fail to occur; (2) the failure to obtain approval of the proposed transaction from STAAR's stockholders; (3) the failure to obtain certain required regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the proposed transaction within the expected timeframes or at all; (4) risks related to disruption of management's attention from STAAR's ongoing business operations due to the proposed transaction; (5) the effect of the announcement of the proposed transaction on the ability of STAAR to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally; (6) the ability of STAAR to meet expectations regarding the timing and completion of the transaction; (7) the outcome of any legal proceedings that may be instituted against STAAR related to the proposed transaction; (8) the possibility that STAAR's stock price may decline significantly if the proposed transaction is not consummated; and (9) other important factors set forth in the Proxy Statement under the caption "Risk Factors" and STAAR's Annual Report on Form 10-K for the year ended December 27, 2024 under the caption "Risk Factors," as any such factors may be updated from time to time in STAAR's other filings with the SEC.
Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, STAAR undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
View source version on businesswire.com: https://www.businesswire.com/news/home/20251217865184/en/
CONTACT: STAAR Contacts:
Niko Liu, CFA
United States: +1 626-303-7902 (ext 3023)
Hong Kong: +852-6092-5076
nliu@staar.com
investorrelations@staar.com
Connie Johnson
+1 626-303-7902 (ext 2207)
cjohnson@staar.com
Lucas Pers / Alexandra Benedict
Joele Frank, Wilkinson Brimmer Katcher
+1 212-895-8692 / +1 212-895-8644
(END) Dow Jones Newswires
December 17, 2025 10:55 ET (15:55 GMT)
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