ISS joins other advisors opposing STAAR-Alcon deal

Institutional Shareholder Services has recommended STAAR Surgical Company (NASDAQ: STAA) shareholders vote against the proposed acquisition by Alcon Inc. (NYSE: ALC), according to a statement from Broadwood Partners.

ISS becomes the third major proxy advisory firm to oppose the transaction, joining Glass Lewis and Egan-Jones in recommending shareholders reject the deal. The advisory firms join shareholders representing more than 34% of STAAR's outstanding shares who have publicly opposed the merger.

ISS cited "deficiencies, disconnects, and uncertainties" with the proposed merger and stated it is "difficult to identify a compelling reason" for shareholders to support the transaction. The firm noted STAAR's projections reflect growth and profitability over the next several years, and the company has a strong balance sheet and cash reserves.

The advisory firm questioned the timing of the deal, noting it was announced immediately before STAAR disclosed second-quarter financial results that exceeded expectations. ISS also raised concerns about the sale process, particularly noting the board chair had a business relationship with Alcon that concluded less than a year before the deal announcement.

Regarding valuation, ISS pointed out that Alcon's offer represents a 30.6% discount to STAAR's 52-week high closing price of $40.36. The firm suggested shareholders who believe in the company's turnaround prospects might place more emphasis on the company's historical trading range as a value anchor.

Neal Bradsher, founder and president of Broadwood Partners, said the recommendations from all three major proxy advisory firms reinforce the view that STAAR conducted a "defective sale process" that resulted in an agreement to sell the company at a price that undervalues STAAR.

STAAR shareholders are scheduled to vote on the proposed merger at a special meeting on October 23, 2025.

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