STAAR Surgical's 45-Day "Window Shop" Period Expires Without Rival Bid, Reinforcing Alcon Merger Path

Author: Benzinga Newsdesk | September 22, 2025 06:18am

Reinforces STAAR Board's Determination that Alcon Merger Maximizes Stockholder Value and is Best Path Forward for STAAR Stockholders

STAAR Surgical Company (NASDAQ:STAA), the global leader in phakic IOLs with the EVO family of Implantable Collamer® Lenses (EVO ICL™) for vision correction, today announced the expiration of the 45-day "window shop" period under the terms of the previously announced merger agreement with affiliates of Alcon (NYSE:ALC). The "window shop" period expired at 11:59 p.m., Eastern Time, on September 19, 2025, and no competing acquisition proposal was received despite Broadwood Partners' active exploration of alternative buyers over the past 45 days.

STAAR stockholders are encouraged to consider the following additional facts:

• Prior to entering into the Alcon merger agreement, STAAR's Board conducted an extensive evaluation of the Company's strategic alternatives, including continuing as a standalone company. The expiration of the "window shop" period and absence of a competing proposal further validate the Board's determination that the Alcon merger agreement maximizes stockholder value and is the best path forward for the Company and STAAR stockholders;
• More than a year before STAAR entered into the Alcon merger agreement, there were market rumors and public reports regarding potential M&A interest in STAAR, yet in the ensuing months, no competing proposal was received; and
• Broadwood has repeatedly indicated that it has been in contact with possible strategic and financial parties interested in acquiring the Company as an alternative to the Alcon merger. However, despite the "window shop" period providing a clear path to make a competing proposal with a nominal termination fee, no competing proposal has been received.

The "window shop" provision in the Alcon merger agreement reflects the STAAR Board's commitment to maximizing stockholder value and was aggressively negotiated by STAAR. This provision enabled STAAR to accept a competing acquisition proposal and terminate the Alcon merger agreement with a nominal termination fee of 1% of the Alcon merger transaction value, as further described in the Alcon merger agreement. This nominal fee compares to the 3% termination fee that would be payable to Alcon if STAAR terminates the Alcon merger agreement to accept a superior proposal received after September 19, 2025.

The $28.00 per share all-cash consideration in the Alcon merger agreement provides STAAR stockholders with compelling, certain, and immediate cash value at a significant premium across multiple measures, including a 51% premium to the closing price of STAAR common stock on August 4, 2025 (the day prior to the agreement being announced) and a 59% premium to STAAR's 90-day volume weighted average price as of that date.

Broadwood is asking STAAR stockholders to forfeit the all-cash, premium value provided by the Alcon merger agreement and instead underwrite the significant risks inherent in STAAR as a standalone company. If the transaction is not approved, STAAR expects stockholders will be exposed to significant value destruction as compared to the $28 per share merger value. The Company's stock was trading at $18.49 prior to the announcement of the agreement, and preliminary third quarter trends signal that the business challenges which have been adversely impacting STAAR's financial results are continuing. STAAR's stockholders are encouraged to reject Broadwood's flawed and misleading claims.

The STAAR Board of Directors strongly recommends STAAR stockholders vote "FOR" the merger proposal on the WHITE proxy card TODAY.

Posted In: ALC STAA