Blue Bird ends joint venture with Generate Capital, appoints new executive officer
Investing.com -- The hotly contested sale of STAAR Surgical Company (NASDAQ:STAA) is under growing scrutiny as the company postponed its shareholder meeting originally set for October 23, where investors were set to vote on its $28-per-share sale to Alcon AG (NYSE:ALC). The meeting has now been pushed to November 6 as STAAR scrambles to rally shareholder support.
A source familiar with the matter told Investing.com that, ahead of the original meeting, roughly 72% of STAAR’s outstanding shares had voted against the merger, while about 81% opposed the $55 million executive compensation package, suggesting the deal was on track to be blocked.
However, sources familiar with STAAR’s thinking emphasized that STAAR is not preventing stockholders from voting on the transaction. Rather, the delay merely pushes the meeting out to allow more time for shareholder engagement.
STAAR postponed the meeting after more than one-third of shareholders publicly opposed the deal, a position echoed by all three leading proxy advisors, ISS, Glass Lewis, and Egan-Jones, with each recommending that investors vote against the merger.
Broadwood Partners, STAAR’s largest shareholder with a 27.5% stake accumulated over three decades, has spearheaded the opposition campaign.
The firm’s founder, Neal Bradsher, blasted the postponement Friday morning, calling it “the latest in a long string of bad decisions by this Board” and urging STAAR to “move past this ill-conceived transaction and get back to the important work of operating and building the business.”
Broadwood also announced plans to call a special meeting to remove Chair Dr. Elizabeth Yeu, CEO Stephen Farrell, and Compensation Committee Chair Art Butcher from STAAR’s Board of Directors.
Yeu has faced widespread criticism over alleged conflicts of interest. STAAR’s proxy materials disclosed that she maintained a consulting relationship with Alcon through late 2024, at a time in which Alcon had already made acquisition overtures. STAAR defended Yeu, noting that her consulting fees never exceeded $90,000 and that she had also worked with several other ophthalmic device makers.
Most recently, Yeu and Farrell have also been criticized for failing to disclose inbound interest from an outside party to the Board. Glass Lewis said their omission “raises questions about whether the Board was presented with a full and fair account of potential alternatives,” while Broadwood called the conduct “deeply inappropriate” and ISS said it “suggests a troubling disregard for transparency and shareholder trust.”
STAAR maintains that it received no formal bids beyond Alcon’s, despite informal expressions of interest from three separate parties.
Farrell, who joined the company just five months ago to manage inventory and streamline costs in its key China market, stands to receive a $24 million payout if the deal closes, a sum Broadwood has derided as “wholly disproportionate” and “misaligned with performance.”
Butcher, meanwhile, has drawn fire for approving what Broadwood labeled “egregious exit packages” totaling approximately $55 million for top executives tied to the merger.
STAAR argues the payment is based on existing, stockholder-approved contract terms and not a new, excessive arrangement created for the merger, emphasizing that the entire arrangement is customary and aligned with the goal of maximizing shareholder value.
The company, which designs implantable lenses used for patients with medium-to-high nearsightedness, has maintained that the deal offers immediate, certain value amid operational pressures. STAAR’s board has repeatedly highlighted that the $28 cash bid represents roughly a 59% premium to STAAR’s 90-day VWAP and provides a guaranteed payout while the company works through saturating demand in China and margin headwinds. The company has also said no superior formal offers surfaced during a 45-day “window-shop” period, and no offers emerged after rumors broke that STAAR had hired a financial advisor.
Broadwood says it will push forward with a special meeting to seek the directors’ removal if shareholders continue to oppose the transaction. For its part, STAAR now faces a two-week sprint to rally investor support or adjust the deal ahead of the rescheduled meeting.
Both STAAR Surgical and Broadwood Partners declined to comment on the matter.