Leading Advisory Firm Glass Lewis Urges STAAR Shareholders to Vote “AGAINST” Sale to Alcon

Broadwood Partners, L.P. and its affiliates (“Broadwood” or “we”) today announced that Glass, Lewis & Co., LLC (“Glass Lewis”), a leading independent proxy advisory firm, has recommended that the shareholders of STAAR Surgical Company (“STAAR” or the “Company”) (NASDAQ: STAA) vote “AGAINST” the proposed acquisition of STAAR by Alcon Inc. (“Alcon”) (NYSE: ALC) on the terms announced on August 5, 2025.

“Glass Lewis’s recommendation and findings underscore our strong belief that STAAR conducted a highly questionable sale process that resulted in an ill-timed deal that significantly undervalues the Company and its compelling prospects. We are confident that better alternatives exist than this deeply flawed and short-sighted transaction,” said Neal C. Bradsher, Broadwood Founder and President.

“STAAR’s representatives admitted during their meeting with Glass Lewis that CEO Steve Farrell and Chair Dr. Elizabeth Yeu did not disclose pertinent information to the remainder of the Board about inbound interest to acquire the Company. As Glass Lewis notes, this inbound interest also was not disclosed to shareholders in STAAR’s proxy statement. This is deeply concerning and strengthens our view that the process was poorly conducted, and the outcome was conflicted and predetermined. The Board did not fulfill its fiduciary duty to maximize shareholder value because it did not conduct a full and fair sale process designed to maximize the price.”

Shareholders representing more than 34% of STAAR’s outstanding common shares – including Yunqi Capital, Defender Capital, CalSTRS, and former STAAR CEO David Bailey – have already made public their opposition to the proposed transaction.

Glass Lewis stated in its report: “Investors would be better served scuppering the current arrangement in favor of either a full process reset or … the unadulterated pursuit of the Company's standalone potential.”¹

Broadwood urges all shareholders to protect the long-term value of their investment by voting the GREEN Proxy Card “AGAINST” STAAR’s proposed sale to Alcon.

In making its recommendation, Glass Lewis agreed with Broadwood’s core assertion that the Proposed Merger comes at the wrong time, followed the wrong process, and is at the wrong price.

The Wrong Time

• “Management’s projections – disclosed in STAAR's [proxy statement] and characterized by representatives of the Company as reflecting a ‘dramatic turnaround’ during our engagement – codify clear expectations around an operational rebound as early as 2026… [W]e struggle to see the proposed transaction as an imminently necessary alternative to STAAR’s standalone recovery …”

• “…STAAR floated the current deal one day prior to 2Q25 results containing new information relating to the Company’s standalone performance and prospects. This methodology expressly preempted the market’s ability to separately reappraise STAAR’s standalone value, while also limiting the board's ability to leverage any re-rating to create negotiating friction with Alcon.”

• “…[T]he board’s election to execute and announce the current deal just prior to 2Q25 results necessarily blunted price discovery reflective of STAAR’s most recent standalone operating performance. Given the degree to which STAAR’s metrics exceeded expectations, we find it comparatively difficult to see how this tack clearly aligns with maximizing value.”

• “…STAAR is financially stable and, by its own accounting, anticipates a material and relatively near‑term return to growth across several fundamental metrics. Our own review thus puts us in a difficult position to suggest unaffiliated investors have been afforded sufficiently compelling quantitative cause to cede exposure to that upside in exchange for a one-time cash-out.”

The Wrong Process