Broadwood Raises Red Flags Over STAAR Surgical Sale: Key Dissent, Omitted Bids, and Calls to Vote Against Alcon Deal
Major Board Dissent Signals Deep Concerns About STAAR-Alcon Merger Process
A rare development in STAAR Surgical’s (NASDAQ: STAA) proposed acquisition by Alcon (NYSE: ALC) has put the deal under intense scrutiny. Broadwood Partners, the company’s largest shareholder with a 30.2% stake, announced its ongoing opposition to the merger—citing that at least one member of STAAR’s Board of Directors voted against the sale. According to Broadwood, this dissent highlights flaws in the process and signals deep divides within the board itself.
Critical Omission: Private Equity Bid that Topped Alcon’s Offer Left Undisclosed
One of Broadwood’s most pressing grievances centers around a private equity firm’s expression of interest. The firm reportedly offered a price higher than Alcon’s, yet this potential suitor was asked to sign an unusual multi-year standstill agreement and was ultimately not mentioned in the company’s latest proxy statement supplement. Broadwood contends this omission leaves shareholders in the dark about genuine alternatives and casts doubt on the fairness and transparency of the process.
| Key Issues Highlighted by Broadwood | Implications for Shareholders |
|---|---|
| Board Dissent on Alcon Sale | Signals disagreement at the highest level and need for further scrutiny |
| Omitted Higher Private Equity Bid | Raises concerns about whether the best value was sought |
| No Updated Fairness Opinion on Revised Terms | Lack of fresh analysis as peer valuations rise, making deal price questionable |
| Go-Shop Process Deemed Performative | Potential lack of robust market testing and shareholder advocacy |
No Updated Fairness Opinion Despite Improved Industry Valuations
Despite the medical technology sector experiencing meaningful multiple expansion and a positive turnaround in STAAR’s recent quarters, the Board reportedly approved the revised sale to Alcon without obtaining an updated fairness opinion. Broadwood emphasizes that improved business results and lower interest rates could justify a substantially higher deal price. Without a fresh professional assessment, the fairness of the Alcon offer is called into question, especially as peer company valuations have moved upward.
Shareholder Advocacy and Proxy Voting in the Spotlight
Broadwood is actively rallying shareholders to oppose the transaction at the upcoming special meeting, releasing an investor presentation detailing their case. Notably, all three proxy advisory firms reportedly support Broadwood’s stance. The firm argues that ongoing missteps, omissions, and process distortions erode trust in STAAR’s Board and undermine shareholder value.
What’s Next for STAAR Investors?
The debate now moves to STAAR’s special meeting—rescheduled to December 19, 2025—where the fate of the merger will be determined. With substantial dissent at both board and shareholder levels, and potential for further legal or proxy challenges, STAAR’s shareholders face a crucial choice.
As Broadwood points out, shareholders can change a previous vote in favor of the merger to “AGAINST” by submitting a later-dated proxy. With major decisions hanging in the balance, investors are urged to review all available information and consider the implications of an under-contested sale.
Takeaway: Calls for Transparency and Higher Value for Shareholders
While it remains unclear how the vote will ultimately unfold, Broadwood’s critique brings significant questions to the forefront: Was every potential acquirer properly considered, and did the board secure maximum value for STAAR’s investors? As new facts emerge, all eyes remain on STAAR Surgical’s next steps.
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