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Investing.com — STAAR Surgical’s (NASDAQ:STAA) largest shareholder, Broadwood Partners, has renewed its criticism of the company’s board ahead of the October 23 vote on its $28-per-share sale to Alcon (NYSE:ALC), accusing directors of “carelessness” after a new proxy report suggested they may have approved the deal without full information.
In a letter Friday, Broadwood blasted the board for reaffirming support for the merger “within twelve hours” of a Glass Lewis report that alleged key executives withheld details about interest from another potential buyer.
“We find the Board’s apparent haste to look past the new developments very troubling,” Broadwood wrote, before launching into a series of questions.
The firm pressed the board to explain how it reaffirmed support so quickly, asking when directors met, whether they re-evaluated the deal’s fairness with advisers, and if previously undisclosed acquisition interest was ever fully discussed before endorsing the Alcon merger.
“At worst, this Board has again given proper process short shrift and, at best, has acted so swiftly as to lack credibility altogether,” Broadwood President Neal Bradsher added.
Broadwood, which owns roughly 27.5% of STAAR’s shares, said the board’s haste raises “grave concerns” about diligence and fiduciary oversight. It urged investors to vote against the merger and push for a “credible reset process.”
STAAR stands by the deal
In its post–Glass Lewis release, STAAR reaffirmed many of the same rebuttals seen in its October 6 statement. The company again rejected Broadwood’s accusations as “flawed, misleading, and misinformed,” emphasizing that the Alcon deal represents a 59% premium to STAAR’s 90-day average trading price prior to the announcement and followed a year-long strategic review.
STAAR argued that acquisition interest cited by Glass Lewis and Broadwood “was not credible or actionable,” stressing that no competing offers have surfaced despite public speculation. The company said that made Alcon’s $1.5 billion all-cash offer the best available option for shareholders.
In its rebuttal, STAAR also accused Broadwood of attempting to gain control “without paying any premium” and warned that rejecting the deal could “place downward pressure on valuation” and cause “lengthy disruption” for patients, employees, and shareholders.
Proxy firms turn up the heat
The renewed exchange follows Glass Lewis’s call for investors to vote against the merger, urging shareholders to “scupper the current arrangement in favor of either a full process reset or the unadulterated pursuit of the company’s standalone potential.”
Adding to STAAR’s challenges, proxy advisory firm Egan-Jones has also recommended that shareholders vote against the Alcon deal, citing valuation and process flaws. While echoing Glass Lewis’s concerns, Egan-Jones went further, saying the merger was “executed hastily,” that the board “fell short of its fiduciary duty,” and that STAAR’s fair value could range between $25 and $57 per share, far above Alcon’s offer at the midpoint.
The firm also flagged CEO Stephen Farrell’s shifting tone between bullish public comments in June and the company’s sudden sale weeks later, calling the contrast “deeply troubling.” It further highlighted Farrell’s potential $23.7 million payout, including a $6.8 million tax gross-up, as evidence of misaligned incentives given management’s limited equity ownership.
Together, the Glass Lewis and Egan-Jones recommendations amplify pressure on STAAR’s board ahead of the October 23 vote, with ISS’s forthcoming guidance potentially decisive.
With less than two weeks to go, the fight over STAAR’s future, and whether the Alcon sale represents prudence or surrender, is entering its final stretch.