Broadwood Partners Responds to Alcon’s Increase to Proposed Acquisition Price of STAAR Surgical

Broadwood Partners, L.P. and its affiliates (collectively, “Broadwood,” “we,” “us” or “our”) today responded to the amended transaction terms of the proposed acquisition of STAAR Surgical Company (“STAAR” or the “Company”) (NASDAQ: STAA) by Alcon Inc. (“Alcon”) (NYSE: ALC).

Broadwood, which owns 30.2% of STAAR’s outstanding common stock, continues to oppose the proposed sale of the Company to Alcon and issued the following statement:

“STAAR spent months trying to convince the Company’s shareholders that the Board had run a proper sale process and achieved a fair buyout price from Alcon. The Board also claimed that the executives’ compensation packages were reasonable and had not created a misalignment of interests with STAAR shareholders.

It is more evident than ever that none of these claims were true and that this Board has been wrong more often than it has been right.

STAAR initially defended its absurd sale process in which it shunned buyout interest from three parties and negotiated with just a single buyer with whom STAAR’s Chair had a longstanding commercial relationship. The Board was later forced to acknowledge that STAAR’s CEO and Chair had ignored legitimate buyout interest when this fact was disclosed – not voluntarily by STAAR, but in response to a question from one of the proxy advisory firms.

Shareholders were poised to overwhelmingly reject this ill-conceived transaction before the Board postponed the shareholder vote on the sale three times. Then, the Board begrudgingly and disingenuously attempted to band-aid its broken sale process with a performative go-shop mechanism that predictably failed to produce a superior proposal. Any sophisticated director would surely know that the belated and appended go-shop process was not designed in a manner to attract qualified bidders and proposals: interested parties were asked to sign off-market, multi-year standstills (unlike Alcon itself, which never signed a standstill); had to subject their proposed terms to Alcon’s over-the-shoulder inspection and unilateral matching rights; and were given just days to engage with the Company. The Board also refused to augment its own composition to enhance its credibility with shareholders. In our view, the “fix” was as poorly conceived and executed as the initial, flawed process, and nothing announced today changes the fact that this transaction has been plagued by process issues and conflicts from the very beginning.