Shareholder Revolt Scraps Alcon's $1.65B Bid for STAAR Surgical

LAKE FOREST, CA – January 06, 2026 – STAAR Surgical Company's ambitious merger with eye care giant Alcon has collapsed after stockholders rejected the $1.65 billion acquisition offer. In a decisive move that underscores the power of shareholder sentiment, the vision correction specialist announced today that it failed to secure the necessary votes at its Special Meeting of Stockholders, leading to the termination of the deal.

STAAR will now continue as a standalone, publicly traded company, a path championed by a significant portion of its investor base who believed the Alcon offer undervalued the company's long-term potential. The termination comes without any financial penalty to either party, suggesting a mutual, albeit reluctant, end to a months-long pursuit. Following the news, STAAR's shares (NASDAQ: STAA) plummeted over 12% in early trading, reflecting market uncertainty about the company's independent future.

A Shareholder Showdown

The vote's outcome was the culmination of a contentious battle waged by some of STAAR's most significant investors. The opposition was spearheaded by Broadwood Partners, the company's largest private stockholder with a 30.2% stake. From the moment the deal was announced in August 2025, Broadwood argued that the acquisition price failed to capture the intrinsic value of STAAR's innovative EVO Implantable Collamer® Lens (ICL) technology.

Adding fuel to the fire were criticisms of the transaction's integrity. Proxy advisory firm Glass Lewis recommended that shareholders vote against the merger, citing a "flawed sales process" and concluding that the board's procedural credibility was "remarkably threadbare." The firm suggested a "go-shop" period, designed to solicit higher bids, was merely "performative" and favored Alcon.

This created a split among influential advisory services. While Glass Lewis and Egan-Jones stood firm against the deal, Institutional Shareholder Services (ISS) initially recommended against it but later reversed its stance, urging a vote "FOR" the amended agreement. ISS noted that while valuation concerns remained, they were "outweighed by the combination of more acute downside risks and improved terms." Ultimately, the persistent opposition, which held shareholder support for the deal at a standstill around 30%, proved insurmountable, even after Alcon sweetened its offer.

The Deal That Unraveled

Alcon's pursuit of STAAR began on August 5, 2025, with an initial cash offer of $28 per share, valuing the company at approximately $1.5 billion. For Alcon, the global leader in eye care, acquiring STAAR was a strategic move to dominate the full spectrum of vision correction. Alcon CEO David Endicott had argued that STAAR lacked the scale and resources to be a profitable, high-growth company on its own and that Alcon was uniquely positioned to maximize the value of its technology.

In the face of shareholder resistance, Alcon increased its bid in December to $30.75 per share, adding about $150 million to the total equity value. The revised deal represented a 74% premium to STAAR's 90-day average price before the initial announcement. A "go-shop" period concluded in early December without yielding any competing offers, which Alcon's camp viewed as validation of its premium bid. However, for key stockholders, the price was never enough to part with what they saw as a category-defining technology.

With the deal now terminated, Alcon has signaled a disciplined return to its existing strategy. Endicott stated the company maintained its principles on price and risk throughout the process and will continue focusing on its own refractive offerings, such as the popular Wavelight® platform for LASIK surgery, along with a pipeline of over 10 major product launches planned for the year.

A Challenging Path to Independence

For STAAR Surgical, the victory for shareholder activists marks the beginning of a challenging new chapter. The company must now prove it can deliver the superior value its investors demanded. CEO Stephen Farrell, who had previously endorsed the merger, acknowledged the vote's outcome and pivoted toward a standalone future.

“The Board approved the Alcon agreement because we determined that it was in the best interests of STAAR stockholders,” Farrell said in a statement. “We respect the outcome of the vote and look forward to working collaboratively with shareholders to ensure the best possible outcome for STAAR as a stand-alone company.”

He continued, “We remain committed to maximizing stockholder value and realizing the full potential of STAAR’s innovative technology... Our EVO ICL technology should be used more extensively worldwide, and it is our mission to achieve that objective.”

The pressure to perform is immense. The company had a difficult 2025, withdrawing its annual guidance in May due to economic uncertainty and a significant drop in revenue from China, a key market. The company reported a negative return on equity of -25.82%, signaling struggles in generating profit from its asset base. Analysts have warned that without a clear and convincing strategy for a turnaround, STAAR's stock could settle at a valuation between $15 and $18 per share, far below Alcon's final offer. However, the company maintains a strong balance sheet with excellent liquidity and very low debt, providing a stable foundation for its renewed growth efforts.

Reshaping the Vision Correction Landscape

The failed merger ensures the competitive landscape in the ophthalmic device market remains dynamic. STAAR continues as the dominant, independent force in the phakic IOL market—a niche valued at over $200 million and projected to grow at a steady 5.9% annually. This prevents Alcon from consolidating a key segment of the vision correction industry and sets the stage for continued competition between STAAR's implantable lenses and Alcon's extensive portfolio of LASIK and other surgical solutions.

The broader vision correction market is intensely competitive, with major players like Johnson & Johnson Vision Care, Bausch Health, and Carl Zeiss Meditec all vying for market share driven by a global rise in myopia. STAAR's independence means ophthalmologists will continue to have distinct choices from competing innovators. Now, the burden of proof rests squarely on STAAR's leadership to execute a strategy that not only expands the reach of its EVO ICL technology but also delivers the financial returns that its shareholders so confidently chose to bet on.