Broadwood Partners opposes STAAR Surgical sale to Alcon amid proxy concerns

Broadwood Partners commented on a report by proxy advisory firm Institutional Shareholder Services (ISS) regarding the proposed acquisition of STAAR Surgical Company (NASDAQ: STAA) by Alcon Inc. (NYSE: ALC).

ISS stated in its report that "it would not necessarily be unreasonable for a shareholder to remain opposed to this transaction." The firm cited concerns about the sale process, noting "the initial sale process was deeply flawed" and expressing difficulty in assessing the adequacy of Alcon's offer.

ISS also criticized STAAR's board and management, stating that the company "has made it difficult for shareholders to trust the statements and actions of the board and management team." The advisory firm noted that STAAR did not initially disclose that approval of the amended merger agreements was not unanimous, instead revealing this information in supplemental filings.

Two other proxy advisory firms, Glass Lewis and Egan-Jones, have recommended shareholders vote against the proposed transaction. Glass Lewis concluded in its December 11 report that "we do not believe there exists persuasive cause for investors to endorse the revised Alcon arrangement." Egan-Jones stated the "credibility and integrity of the transaction have been compromised by the previously non-competitive process."

Neal C. Bradsher, Founder and President of Broadwood, said the firm rejects ISS's decision to offer "cautionary support" for the transaction despite what he described as process concerns and reliability issues with STAAR's leadership.

Broadwood disclosed plans to call a special meeting of shareholders to remove three directors it considers most responsible for the transaction. The firm encourages shareholders to vote against the proposed deal with Alcon.

The special meeting of shareholders is scheduled for December 19, having been postponed from its original October 23 date.

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