Proxy Advisory Firm Egan-Jones Reaffirms Its Recommendation STAAR Surgical Shareholders Vote “AGAINST” Sale to Alcon

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.