Broadwood Partners Comments on STAAR Surgical Board Dissent on the Revised Sale to Alcon
Broadwood Partners, L.P. and its affiliates (collectively, “Broadwood,” “we,” “us” or “our”) today reacted to the proxy statement supplement filed by STAAR Surgical Company (“STAAR” or the “Company”) (NASDAQ: STAA) with respect to the proposed acquisition of the Company by Alcon Inc. (“Alcon”) (NYSE: ALC). In addition, Broadwood released a new presentation explaining why it continues to oppose the proposed transaction, which can be viewed here.
Broadwood, which owns 30.2% of STAAR’s outstanding common stock, issued the following statement:
“We are encouraged that at least one of the members of STAAR’s Board of Directors recognizes that the Alcon deal is the byproduct of an irredeemably flawed process and not in the best interests of STAAR shareholders. That dissenting director voted against the transaction in the boardroom vote, according to the Company’s proxy statement supplement. In doing so, the director joins multiple engaged and long-term shareholders, as well as all three proxy advisory firms, who have vocalized their substantial concerns about the deal process, timing, and price.
We are not surprised that a member of the Board would vote against this misbegotten transaction. We are only surprised that more of the directors did not recognize the lack of merit in this deal, nor heed the will of shareholders who have overwhelmingly opposed the transaction.
Time and again, this Board has operated outside of acceptable and reasonable deal conventions in service of completing the sale of STAAR to Alcon – process, timing, and price be damned. Most recently, a majority of the Board approved the revised deal terms without seeking an updated fairness opinion from the Board’s financial advisor. Valuations across the sector are up meaningfully over the last three months, interest rates are down, and the Company’s prospects are brighter after two consecutive quarters of improving and better-than-expected business results. As we illustrate in our presentation, the trading multiple expansion across the medical technology sector alone supports a higher price increase than the meager bump offered by Alcon. In short, we believe the deal was unfair to STAAR shareholders at the start and remains so, even with the increase in consideration. And the Board has no professional analysis or support to indicate otherwise.

