All Three Proxy Advisors Oppose Alcon’s Acquisition of STAAR Surgical, Citing Flaws in Timing, Process, and Valuation
Proxy Firms Signal United Front: "No Compelling Reason" for Shareholder Support
It’s rare for every major proxy advisory firm to agree—yet Institutional Shareholder Services (ISS), Glass Lewis, and Egan-Jones are now unanimous in recommending that STAAR Surgical shareholders vote "against" the company’s proposed sale to Alcon (NYSE: ALC). These findings are not isolated. Together with opposition from shareholders holding over 34% of STAAR’s common stock, including institutional names and the company’s former CEO, this marks a broad and decisive backlash to the deal’s structure and timing.
Concerns Focused on Deal Timing, Process Transparency, and Undervaluation
The press release from Broadwood Partners—one of STAAR’s largest shareholders—details the depth of skepticism from all advisory firms. The main criticisms highlighted in the advisory reports include:
- Questionable Timing: The sale was announced just before the company posted better-than-expected Q2 results and updates suggesting positive operational progress, which may have weakened the board’s negotiating leverage and obscured improving fundamentals.
- Lack of Robust Process: Reports indicate potential conflicts of interest, such as prior business ties between the board chair and Alcon, as well as the absence of a formal auction to ensure shareholders were receiving the best offer available. Advisory firms noted a shift in how management presented company prospects—growing more negative even as business results turned more positive.
- Deal Value: ISS highlighted that Alcon’s offer was 30.6% below STAAR’s 52-week high, and the improving operational picture since the offer further weakens the rationale for selling at a perceived discount.
| Area of Concern | Proxy Advisory Conclusion | Key Quote/Fact |
|---|---|---|
| Timing of Deal | Misaligned with Company Performance | "Q2 2025 results better than consensus... announcement prior to earnings invited suspicion" |
| Sale Process | Lack of Transparency and Competition | "Valid reasons to question if board was fully informed of outside interest; absence of auction a concern" |
| Valuation | Offer Below Recent Trading Highs | "Represents a 30.6% discount to 52-week high closing price of $40.36" |
Mounting Shareholder Resistance Raises Bar for Board Decisions
The combination of institutional and advisory opposition means STAAR’s board is now under heightened scrutiny. The board has been urged by Broadwood Partners not to pursue any significant further action—including a final vote on the Alcon deal—without stronger shareholder alignment and participation.
For those interested in digging deeper, Broadwood has made its materials available to the public at LetSTAARShine.com and points to detailed proxy statements on the SEC’s website. With the special shareholder meeting scheduled for October 23, 2025, all eyes will remain on how this rare, united front from advisory firms influences the outcome—and what the STAAR board’s next move will be.
Key Takeaway for Investors: Rare Advisory Consensus Signals Deeper Underlying Issues
When every leading proxy advisor and a large contingent of institutional shareholders take a stand against a high-profile transaction, it’s more than a routine disagreement. It’s a signal for investors to dig into the process, evaluate long-term prospects, and question whether the proposed terms truly reflect fair value. Shareholder voice is set to play a decisive role as this saga unfolds.
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