Broadwood opposes revised STAAR Surgical-Alcon deal, cites board dissent

Broadwood Partners, which owns 30.2% of STAAR Surgical Company (NASDAQ: STAA), stated that at least one STAAR board member voted against the revised acquisition proposal by Alcon Inc. (NYSE: ALC), according to a proxy statement supplement filed by STAAR.

The investment firm released a presentation urging shareholders to vote against the transaction at the upcoming special meeting scheduled for December 19, 2025. Broadwood claims STAAR's board approved the revised deal terms without obtaining an updated fairness opinion from its financial advisor.

According to Broadwood, STAAR received an expression of interest from a private equity firm that indicated willingness to pay more than Alcon's offer. The firm alleges that STAAR's management requested the private equity firm sign a multi-year standstill agreement, while no such agreement was requested from Alcon after its two unsolicited proposals in 2024.

Broadwood states this information was omitted from STAAR's proxy statement supplement. The firm argues that valuations in the medical technology sector have improved over the past three months, with interest rates declining and STAAR reporting two consecutive quarters of better-than-expected results.

The original transaction was announced earlier in 2024, with a special meeting initially scheduled for October 23, 2025, before being postponed to December 19, 2025. Three proxy advisory firms have reportedly expressed concerns about the deal process, timing, and price.

Broadwood also indicated plans to file documents with the SEC for a separate special meeting to remove STAAR board members, which would be distinct from the merger vote.

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