Broadwood Partners Condemns Decision by STAAR Surgical and Alcon to Delay Final Vote on Proposed Transaction
Appalled that STAAR’s Board Reneged on Its Promise to Let Shareholders Decide the Fate of the Proposed Transaction in a Timely Manner
Urges STAAR to Give Up on Misbegotten Transaction and Refocus on Running the Business
Intends to Seek Removal of STAAR Chair Elizabeth Yeu, CEO Stephen Farrell, and Compensation Committee Chair Arthur Butcher from the Board at a Special Meeting
NEW YORK–(BUSINESS WIRE)–
Broadwood Partners, L.P. and its affiliates (“Broadwood” or “we”), which owns 27.5% of the outstanding common stock of STAAR Surgical Company (“STAAR” or the “Company”) (NASDAQ: STAA), today issued the following statement regarding the agreement between STAAR and Alcon Inc. (“Alcon”) (NYSE: ALC) to postpone a shareholder vote on the proposed sale of the Company.
Neal C. Bradsher, Broadwood Founder and President, said:
“The decision to postpone a shareholder vote on the sale of STAAR to Alcon is the latest in a long string of bad decisions by this Board, which ran a deeply flawed sale process at the wrong time and agreed to an inadequate price. For these reasons, all three major proxy advisory firms oppose the proposed transaction.
A little more than two weeks ago, the Board said: ‘[T]he ultimate decision rests in the hands of all STAAR stockholders, which is exactly where it should be.’ But now, faced with overwhelming and public shareholder opposition to the deal, the Board, with full visibility into the vote tally, has stripped shareholders of their right to a timely final vote.
Shareholders can reasonably assume that no such postponement would have occurred if the vote tally had been favorable to the deal.
It is time for STAAR to move past this ill-conceived transaction and get back to the important work of operating and building the business. The adjournment of the vote prolongs the uncertainty surrounding the Company and risks further disrupting STAAR’s momentum.
This Board clearly does not have a mandate to make any changes to the proposed transaction or further delay the termination of the agreement. We call upon the Board to let shareholders vote.
Moreover, we continue to believe that shareholder confidence in the Board can be restored only by removing directors. To that end, we intend to seek the removal of Board Chair Elizabeth Yeu, who was a consultant to Alcon until very recently; CEO Stephen Farrell, who stands to make $24 million from the sale of STAAR after just five months in his role; and the Board’s Compensation Committee Chair, Arthur Butcher, who approved egregious exit compensation packages for executives in conjunction with the transaction. We intend to proceed with our efforts to call a Special Meeting to remove these directors.”
Broadwood encourages its fellow shareholders to review its materials at www.LetSTAARShine.com, and to vote on its GREEN Proxy Card “AGAINST” the proposed transaction.
About Broadwood
Broadwood Partners, L.P. is managed by Broadwood Capital, Inc. Broadwood Capital is a private investment firm based in New York City. Neal C. Bradsher is the President of Broadwood Capital.
Certain Information Concerning the Participants
Special Meeting of Shareholders Scheduled for October 23, 2025
Broadwood Partners, L.P., Broadwood Capital, Inc., Neal C. Bradsher, Richard T. LeBuhn, Natalie R. Capasso, Raymond A. Myers and Jason J. Martin (collectively, the “Participants”) are participants in the solicitation of proxies from the shareholders of STAAR in connection with the special meeting of shareholders scheduled for October 23, 2025 (including any adjournments, postponements, reschedulings or continuations thereof, the “Special Meeting”). The Participants have filed a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) and accompanying GREEN Proxy Card to be used in connection with any such solicitation of proxies from the Company’s shareholders for the Special Meeting. SHAREHOLDERS OF STAAR ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS HAVE FILED OR WILL FILE WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE SPECIAL MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. The Definitive Proxy Statement and accompanying GREEN Proxy Card have been furnished to some or all of STAAR’s shareholders and will be, along with other relevant documents, available at no charge on the SEC’s website at https://www.sec.gov/.
Special Meeting of Shareholders to Remove Members of the Board
The Participants also intend to file a definitive proxy statement and an accompanying GREEN Proxy Card with the SEC to be used to solicit proxies with respect to removing members of the Board and any other proposals that may come before a future and yet to be called or otherwise scheduled special meeting of shareholders (including any adjournments, postponements, reschedulings or continuations thereof, the “Shareholder Meeting”). The Shareholder Meeting will be separate, distinct and unrelated to the Special Meeting, and the Participants believe that the Shareholder Meeting will have no effect on the outcome of the Special Meeting. The Participants do not believe that there is any lawful reason that would prevent or prohibit the Participants from calling the Shareholder Meeting, regardless of the outcome of the shareholder vote at the Special Meeting, and do not make any representation related to whether the Company may contest, or otherwise challenge, the Participants’ ability to call the Shareholder Meeting. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE SHAREHOLDER MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. The definitive proxy statement and an accompanying GREEN Proxy Card will be furnished to some or all of the Company’s shareholders and will be, along with other relevant documents, available at no charge on the SEC’s website at https://www.sec.gov/.
Information about the Participants and a description of their direct or indirect interests, by security holdings or otherwise, is contained on an amendment to Schedule 13D filed by the Participants with the SEC on October 22, 2025 and is available here.
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