Broadwood Partners: Proxy Advisory Firm Egan-Jones Reaffirms Its Recommendation STAAR Surgical Shareholders Vote "AGAINST" Sale to Alcon
Egan-Jones Takes No Comfort From Perfunctory Go-Shop Process and Says Concerns Regarding Objectivity and Fairness Remain the Same
Broadwood Partners, L.P. and its affiliates (collectively, "Broadwood") today announced that leading proxy advisory firm Egan-Jones Ratings Company ("Egan-Jones") has reaffirmed its recommendation that shareholders vote "AGAINST" the proposed acquisition of STAAR Surgical Company ("STAAR" or the "Company") (NASDAQ:STAA) by Alcon Inc. ("Alcon") (NYSE:ALC) on the GREEN Proxy Card.
Earlier today, the Company announced the completion of the belated, band-aid 30-day go-shop period and reiterated its support for the flawed transaction with Alcon despite the fact that the deal has drawn overwhelming opposition from shareholders and was opposed by all three leading proxy advisory firms.
In its report over the weekend, Egan-Jones recommended shareholders continue to vote against the transaction and said:
"For the same reasons as before, we are voting AGAINST the proposed merger of STAAR with Alcon. Although the merger agreement has been amended to include a go-shop provision and a revised termination fee, ultimately, we recommend against the merger due to the proposed valuation and the belief that STAAR's standalone value is greater than what would be received in the proposed transaction. Additionally, we believe the credibility and integrity of the transaction have been compromised by the previously non-competitive process. Furthermore, because the same board and executive management team oversaw both the original merger and the subsequent amendment and go-shop process, our concerns regarding objectivity and fairness remain the same."1
Neal C. Bradsher, Founder and President of Broadwood, said:
"The decision of Egan-Jones to reaffirm its recommendation that shareholders reject this deal, despite the Board's last-ditch effort to save the transaction with a belated and perfunctory go-shop process, is both correct and a reflection of the deep skepticism observers and shareholders rightly have about this Board and transaction.
We have called for new directors, but the Board refused to adjust its composition to provide shareholders any basis for confidence in this new go-shop process. Instead, this latest process was, as Egan-Jones notes, overseen by the same directors, executives, bankers, and lawyers who designed and executed an inappropriate and flawed sale process in the first place. It is evident that the go-shop was never anything but a fig leaf, designed to give cover to a conflicted Board and produce only one predetermined outcome: a sale to Alcon at an inadequate price and with golden parachutes that richly reward STAAR's executives.
It is for exactly these reasons that we are working to call a Special Meeting to remove from the Board the three incumbent directors – Chair Elizabeth Yeu, CEO Stephen Farrell, and Compensation Committee Chair Arthur Butcher – who we believe are most responsible for incentivizing, facilitating, and promoting the sale of the Company to Alcon at the wrong time, after a flawed process, and at an inadequate price. We continue to urge our fellow investors to vote ‘AGAINST' this misbegotten deal."
Shareholders can find additional information at www.LetSTAARShine.com.
About Broadwood
Broadwood Partners, L.P. is managed by Broadwood Capital, Inc. Broadwood Capital is a private investment firm based in New York City. Neal Bradsher is the President of Broadwood Capital.
Certain Information Concerning the Participants
Special Meeting of Shareholders Originally Scheduled for October 23, 2025
Broadwood Partners, L.P., Broadwood Capital, Inc., Neal C. Bradsher, Richard T. LeBuhn, Natalie R. Capasso, Raymond A. Myers and Jason J. Martin (collectively, the "Participants") are participants in the solicitation of proxies from the shareholders of the Company in connection with the special meeting of shareholders originally scheduled for October 23, 2025 and most recently postponed to be held on December 19, 2025 (including any further adjournments, postponements, reschedulings or continuations thereof, the "Proposed Merger Special Meeting"). The Participants have filed a definitive proxy statement on Schedule 14A (the "Definitive Proxy Statement") and accompanying GREEN Proxy Card to be used in connection with any such solicitation of proxies from the Company's shareholders for the Proposed Merger Special Meeting. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS HAVE FILED OR WILL FILE WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC") BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE PROPOSED MERGER SPECIAL MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. The Definitive Proxy Statement and accompanying GREEN Proxy Card have been furnished to some or all of the Company's shareholders and will be, along with other relevant documents, available at no charge on the SEC's website at https://www.sec.gov/.
Special Meeting of Shareholders to Remove Members of the Board
The Participants also intend to file a definitive proxy statement and an accompanying GREEN Proxy Card with the SEC to be used to solicit proxies with respect to removing members of the Board and any other proposals that may come before a future and yet to be called or otherwise scheduled special meeting of shareholders (including any adjournments, postponements, reschedulings or continuations thereof, the "Shareholder Meeting"). The Shareholder Meeting will be separate, distinct and unrelated to the Proposed Merger Special Meeting, and the Participants believe that the Shareholder Meeting will have no effect on the outcome of the Proposed Merger Special Meeting. The Participants do not believe that there is any lawful reason that would prevent or prohibit the Participants from calling the Shareholder Meeting, regardless of the outcome of the shareholder vote at the Proposed Merger Special Meeting, and do not make any representation related to whether the Company may contest, or otherwise challenge, the Participants' ability to call the Shareholder Meeting. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE SHAREHOLDER MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. The definitive proxy statement and an accompanying GREEN Proxy Card will be furnished to some or all of the Company's shareholders and will be, along with other relevant documents, available at no charge on the SEC's website at https://www.sec.gov/.
Information about the Participants and a description of their direct or indirect interests, by security holdings or otherwise, is contained on an amendment to Schedule 13D filed by the Participants with the SEC on November 21, 2025 and is available here.
1 Permission to use quotes neither sought nor obtained.
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