STAAR urges shareholders to approve Alcon merger despite Glass Lewis report

LAKE FOREST, Calif. - STAAR Surgical Company (NASDAQ:STAA) has issued a statement disagreeing with Glass Lewis & Co.’s recommendation regarding its pending merger with Alcon (SIX/NYSE:ALC).

The company’s board is urging shareholders to vote in favor of the $28.00 per share all-cash offer from Alcon, which represents a 59% premium to STAAR’s 90-day volume-weighted average price prior to the announcement.

STAAR’s statement contrasts the certainty of Alcon’s cash offer against the alternative proposed by Broadwood, a significant minority shareholder opposing the deal. The company warns that rejecting the merger could allow Broadwood to gain control without paying any premium to other stockholders.

According to STAAR, the Alcon transaction offers immediate value at an attractive multiple while addressing business headwinds. The company suggests its stock price could face "considerable downward pressure" if shareholders vote against the deal.

The board’s statement presents the merger as beneficial for expanding ICL (Implantable Collamer Lens) adoption globally. STAAR characterizes Broadwood’s opposition as potentially leading to "creeping control" that could negatively impact valuation and cause disruption to patients, surgeons, employees and partners.

STAAR Surgical is known for its Implantable Collamer Lenses, which provide vision correction without removing corneal tissue or the eye’s natural crystalline lens. The company has sold more than 3 million ICLs in over 75 countries.

The statement was issued in response to a report from proxy advisory firm Glass Lewis related to the pending merger. STAAR’s board unanimously recommends shareholders vote in favor of the transaction.

Based on a company press release, the merger remains subject to shareholder approval and regulatory clearances.

In other recent news, STAAR Surgical Company is facing significant opposition from major stakeholders regarding its proposed acquisition by Alcon Inc. Leading proxy advisory firm Glass Lewis has recommended that shareholders vote against the deal, citing concerns about the sale process, timing, and pricing. Broadwood Partners, STAAR’s largest shareholder with a 27.5% stake, has also urged fellow shareholders to reject the $28 per share offer, arguing that the company’s financial projections were significantly reduced just before the board approved the sale. Broadwood criticized the board for accepting this offer after having turned down a $58 per share proposal from Alcon last year.

Investment firm Yunqi Capital, holding a 5.1% stake in STAAR, echoed these sentiments, arguing that the offer undervalues STAAR’s business potential, especially in the Chinese market. Broadwood further emphasized its opposition in an 81-page presentation, stating the deal "comes at the wrong time, after the wrong process, and at the wrong price." These developments highlight the growing resistance among key stakeholders to the proposed acquisition.

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