Battle for STAAR: Broadwood Vows to Block Alcon's Sweetened Buyout Deal

NEW YORK, NY – December 09, 2025 – In a dramatic escalation of one of the year's most contentious M&A battles, eye care giant Alcon Inc. has sweetened its offer to acquire STAAR Surgical Company, only to be met with a swift and resolute rejection from STAAR’s largest shareholder, Broadwood Partners, L.P. Alcon increased its bid to $30.75 per share, raising the total equity value of the transaction to approximately $1.6 billion, but Broadwood immediately declared its intention to vote its 30.2% stake against the revised deal, citing a “manifestly inadequate price” and an “irredeemably flawed process.”

The revised terms, which represent an additional $150 million for STAAR stockholders, come after months of shareholder pressure and scathing critiques of the medical technology firm’s board. The move sets the stage for a high-stakes showdown at a special shareholder meeting now scheduled for December 19, where investors must decide between accepting the improved offer or siding with an activist campaign that claims the company is worth substantially more.

An "Irredeemably Flawed" Process

At the heart of Broadwood’s opposition are trenchant allegations of poor corporate governance and a compromised sale process. The activist investor, a STAAR shareholder for over 30 years, has publicly detailed what it describes as a series of missteps by the STAAR board. Broadwood claims the board initially shunned buyout interest from three other parties to negotiate exclusively with Alcon, a company with which STAAR’s Board Chair, Dr. Elizabeth Yeu, allegedly has a “close and longstanding relationship.”

These concerns were amplified when, according to Broadwood, the board was forced to acknowledge that its CEO and Chair had ignored legitimate buyout interest—a fact disclosed only in response to questioning from a proxy advisory firm. The board’s subsequent attempts to remedy the situation have been dismissed by critics as performative. A belated 30-day “go-shop” period, designed to solicit competing bids, expired on December 6 without any superior proposals emerging. Broadwood argues the process was designed to fail, citing restrictive terms that required interested parties to sign off-market, multi-year standstills and subject their proposals to Alcon’s unilateral matching rights, conditions not imposed on Alcon itself.

“Nothing announced today changes the fact that this transaction has been plagued by process issues and conflicts from the very beginning,” Broadwood stated, emphasizing that the meager price bump does not cure the fundamental flaws that have undermined the board’s credibility throughout the saga.

The Price of Inadequacy

While the revised offer represents a 74% premium to STAAR's 90-day volume-weighted average price, Broadwood argues it still falls far short of the company's intrinsic value. The activist firm posed a pointed question: if the board’s initial negotiations were so feckless as to leave $150 million on the table, how can shareholders have confidence that this latest price is truly Alcon’s best and final offer?

This skepticism is fueled by a critical piece of history: Alcon had reportedly offered more than twice as much per share for STAAR just 14 months prior. This fact has become a rallying cry for opponents, who believe a properly managed competitive process could unlock significantly more value. Broadwood contends that STAAR has a bright future as an independent company, pointing to management’s own projections which anticipate revenue growing from $260 million in 2025 to nearly $500 million by 2030. The company is recovering from what Broadwood calls “self-inflicted wounds” related to inventory reduction in China and, with its Swiss manufacturing facility coming fully online, is projected to see gross margins return to the 75-80% range.

“We believe the Company is worth substantially more than $30.75 per share,” Broadwood asserted, framing the sale as a premature and undervalued exit at the very moment the business is turning a corner.

Conflicts, Compensation, and Credibility

Adding fuel to the fire have been persistent concerns over executive compensation. Broadwood has relentlessly highlighted that under the original deal terms, STAAR’s CEO, Stephen Farrell, was set to receive a $24 million golden parachute for just five months of work. The activist argued this created a powerful personal incentive for the CEO to push through a deal, regardless of whether it maximized value for shareholders.

For months, the board dismissed these concerns. However, facing what Broadwood described as “one of the worst say-on-golden-parachute-pay votes ever,” the board has now relented. The amended merger agreement includes unspecified reductions in executive payments. While this addresses a key criticism, opponents view it as another forced concession that underscores the board's initial misjudgment and erodes its credibility further. In response, Broadwood is actively soliciting support to call a separate special meeting to remove three directors it deems most responsible for the debacle: CEO Stephen Farrell, Board Chair Elizabeth Yeu, and Compensation Committee Chair Arthur Butcher.

A United Front of Opposition

Broadwood is far from a lone dissenter. The initial $28 per share offer was unanimously rejected by all three major independent proxy advisory firms—Institutional Shareholder Services (ISS), Glass Lewis & Co., and Egan-Jones. ISS cited “deficiencies, disconnects, and uncertainties” with the deal, while Glass Lewis flagged “concerns around procedural depth and efficacy.” Critically, Egan-Jones has already reaffirmed its “AGAINST” recommendation even after the price increase, stating its core concerns about valuation and the compromised process remain unchanged.

This institutional opposition is bolstered by a significant portion of the shareholder base. Investors representing nearly 35% of STAAR's outstanding shares had publicly opposed the initial merger, forming a formidable voting bloc. The market itself appears to share this skepticism; STAAR’s stock has consistently traded below the offer price, signaling doubt that the deal will close at the current valuation.

As the December 19 vote approaches, STAAR’s shareholders face a stark choice. They can accept the board’s recommendation and lock in the $30.75 per share price, or they can join the shareholder revolt, vote “AGAINST” the merger, and gamble on a future that could involve a higher bid from Alcon, a new sale process under a reconstituted board, or continued growth as a standalone public company.