Core Viewpoint - STAAR Surgical Company has amended its merger agreement with Alcon, offering stockholders $30.75 per share, which represents a 74% premium to the 90-day Volume Weighted Average Price and a 66% premium to the closing price on August 4, 2025 [1][2]. Group 1: Merger Agreement Details - The revised merger agreement with Alcon is set to provide STAAR stockholders with $30.75 per share in cash if the transaction is completed [1]. - Independent proxy advisory firm Institutional Shareholder Services (ISS) recommends that STAAR stockholders vote "FOR" the Alcon transaction, citing improved terms and reduced downside risks [2]. - The STAAR Board of Directors also urges stockholders to vote "FOR" the merger to protect their investment value [3]. Group 2: Analyst Insights - Analysts from BTIG suggest that STAAR shareholders should accept the offer, warning of potential significant declines in share value if the deal does not go through [5]. - Canaccord Genuity notes that the expiration of the "go-shop" period revealed limited interest from other potential acquirers, indicating that the revised terms are likely to satisfy shareholders [5]. - Mizuho highlights that the $1.6 billion valuation of the transaction is approximately 4.5 times the forward EV/Sales based on projected revenues, which aligns with industry standards for similar companies [5]. Group 3: Company Background - STAAR Surgical is a leader in implantable phakic intraocular lenses, focusing solely on ophthalmic surgery since 1982, and has sold over 3 million ICLs globally [7]. - The company operates research, development, manufacturing, and packaging facilities in California and Switzerland, emphasizing its commitment to advanced vision correction solutions [7].

Core Viewpoint - STAAR Surgical Company is addressing misinformation regarding its go-shop process related to the pending merger with Alcon, emphasizing that claims made by Broadwood Partners about a credible buyer are false [1][2][5]. Go-Shop Process - The go-shop period lasted 30 days, during which STAAR engaged with 21 third parties, but only two signed a nondisclosure agreement (NDA) [3][4]. - FountainVest, allegedly the credible buyer mentioned by Broadwood, only reached out on day 21 of the go-shop period and did not show prior interest [3]. - STAAR's CEO responded promptly to FountainVest's inquiry, but the buyer delayed returning the NDA draft, which included a standstill provision [3][4]. - The go-shop period ended without any proposals received, and Broadwood's subsequent criticism of the process is viewed as an attempt to undermine STAAR's efforts [4][5]. Merger Details - The revised merger agreement with Alcon offers a cash price of $30.75 per share, representing a 74% premium to STAAR's 90-day volume-weighted average price [6][7]. - The merger is positioned as providing immediate value to stockholders compared to a longer, uncertain journey under Broadwood's influence [6]. Company Performance and Market Conditions - STAAR's CEO acknowledged challenges in growing procedure volumes in China, which have persisted into the fourth quarter [5]. - The company has experienced a significant slowdown in growth rates compared to the period from 2020 to 2023, but remains confident in long-term business growth [5]. Stockholder Engagement - A virtual Special Meeting of Stockholders is scheduled for December 19, 2025, to discuss the merger and allow stockholders to vote [7]. - Stockholders are encouraged to make informed decisions based on the facts presented regarding the merger with Alcon [6][7].

Core Points - STAAR Surgical has amended its merger agreement with Alcon to allow a 30-day go-shop period for soliciting third-party proposals, aiming to maximize stockholder value [1][2][3] - Alcon has waived its matching rights and information rights during this go-shop period, facilitating a more open solicitation process [3][4] - The Special Meeting of Stockholders to vote on the merger proposal has been postponed to December 19, 2025, to allow time for potential third-party proposals [4] Summary by Sections Merger Agreement Amendments - The new go-shop period allows STAAR to actively seek third-party proposals until December 6, 2025 [3] - Alcon has waived matching rights for any superior proposals made during this period [3] - STAAR is not obligated to inform Alcon about any bids received until the go-shop period ends, promoting a fair solicitation process [3] Stockholder Engagement - STAAR's CEO emphasized the commitment to maximizing stockholder value and the potential benefits of the go-shop process [2] - Alcon will engage with STAAR stockholders to garner support for the merger proposal [2][4] Special Meeting of Stockholders - The Special Meeting originally scheduled for December 3, 2025, has been postponed to December 19, 2025, allowing stockholders to consider any new proposals [4]