\nYunqi Capital Limited (together with its affiliates and the funds it advises, \u201cYunqi Capital\u201d), an investment management firm and 5.1% shareholder of STAAR Surgical Company (\u201cSTAAR\u201d) (NASDAQ:STAA), today announced its opposition to the Company\u2019s proposed sale to Alcon Inc. (SIX\/NYSE:ALC) on the terms announced on August 5, 2025.<\/p>\n
\nYunqi Capital released the following open letter to fellow STAAR shareholders explaining why it opposes the transaction:<\/p>\n
\nSeptember 22, 2025<\/p>\n
\nDear Fellow STAAR Surgical Shareholders:<\/p>\n
\nYunqi Capital Limited (together with its affiliates, \u201cYunqi Capital\u201d or \u201cwe\u201d) is an investment management firm that has been a committed investor in, and staunch advocate of, STAAR Surgical Company (\u201cSTAA\u201d or the \u201cCompany\u201d) since 2023. We have engaged consistently with the Company since the outset of our investment, in particular with respect to the Company\u2019s strong business prospects in the Chinese market which accounts for a significant portion of the Company\u2019s sales. Our investment in STAAR has grown over time, consistent with our belief in the Company\u2019s growth strategy, management team and market opportunities. Today, we beneficially own 2,500,061 shares of STAAR\u2019s common stock, representing approximately 5.1% of the Company, making us the Company\u2019s approximately sixth largest shareholder.<\/p>\n
\nWe invested in STAAR because we believe strongly in the Company\u2019s ability to create substantial value as the leading manufacturer of phakic implantable lenses used worldwide in corrective (or \u201crefractive\u201d) surgery. We are confident in the Company\u2019s ability to drive sustained growth as it positions its refractive lenses throughout the world as primary and premium solutions for patients seeking visual freedom from wearing eyeglasses or contact lenses while achieving excellent visual acuity through refractive vision correction.<\/p>\n
\nGiven STAAR\u2019s momentum and bright future, we believe the $28 per share offer price significantly undervalues our Company. We are disappointed that STAAR\u2019s Board of Directors (\u201cBoard\u201d) has agreed to sell our Company to Alcon Inc. (SIX\/NYSE:ALC) (\u201cAlcon\u201d) at this inadequate valuation and on the terms of the definitive merger agreement dated August 4, 2025 (the \u201cMerger Agreement\u201d, and such proposed transaction, the \u201cProposed Merger\u201d).<\/p>\n
\nTo be clear, we would not necessarily be opposed to a potential merger of these two parties at an appropriate price or on other appropriate terms. As long-term investors, we want the best for the Company and all its shareholders.<\/p>\n
\nHowever, based on our analysis, the proposed sale at the current proposed terms materially undervalues the Company and does not reflect the Company\u2019s intrinsic value and its standalone prospects were it not to be acquired by Alcon. In our view, the transaction unfairly transfers this value to Alcon without rewarding STAAR\u2019s shareholders for investing in and supporting the Company.<\/p>\n
\nWe are, of course, aware of the campaign being launched by Broadwood Partners, L.P. and its affiliates (\u201cBroadwood Partners\u201d), a 27.4% stockholder, to solicit proxies against the Company\u2019s proposal to approve the Proposed Merger, and we agree with the clear and detailed rationale that has been included in its communications to STAAR shareholders.<\/p>\n
\nWe also submit to the STAAR shareholders our own perspectives on the Proposed Merger:<\/p>\n
STAAR\u2019s Board Failed to Undertake a Thorough Process to Maximize Value as It Explored Strategic Alternatives<\/b><\/p>\n
\nFirst, like Broadwood Partners, we believe a deficient process was conducted in relation to the Proposed Merger. We believe the Board chose to engage meaningfully only with Alcon as the sole counterparty, rather than conducting a sufficient market check or thoroughly soliciting potential interest from a range of alternative buyers and potential strategic partners. Further, the terms of the Merger Agreement materially impede the Company\u2019s ability to actively attract other potential bids, with the agreement\u2019s lack of a \u201cgo shop\u201d provision, the extent of termination fees payable by the Company under the agreement, and the short \u201cwindow-shop\u201d period provided to the Company, after which the potential termination fee for the Company is significantly increased. In addition, the Merger Agreement requires the Company to finalize and disseminate its proxy materials to shareholders and to hold a shareholder meeting on a rapid timeline \u2014 further minimizing the opportunity for the Company to receive or otherwise consider any successful alternative bids.<\/p>\n
The Board\u2019s Decision Is Based on an Unduly Bleak View of Company\u2019s Business Prospects in China<\/b><\/p>\n
\nSecond, we disagree with the Board\u2019s bleak assessment of the macroeconomic climate in China, which we believe contributed to its decision to agree to such a low offer price from Alcon. As a Hong Kong-based fund with extensive investment experience in mainland China, we are intimately close to the latest economic developments in China and are seeing green shoots across the economic spectrum. For instance, the Hang Seng TECH Index has substantially outperformed the S&P 500 index year-to-date and over the past 12 months. Many indices in the Chinese equity universe are among the best performing indices in the world year-to-date.<\/p>\n
\nOf note, the Company itself previously expressed optimism regarding China\u2019s macroeconomic climate outlook in its Quarterly Report on Form 10-Q for the period ended June 27, 2025, filed with the U.S. Securities and Exchange Commission on August 6, 2025. The Company noted that \u201cThe level of inventory owned by our distributors in China has decreased substantially since December 27, 2024, and has now returned to historical levels. We expect our China revenue will normalize in the second half of fiscal 2025, as our distributors increase their purchases of ICLs to meet forecasted demand.\u201d<\/p>\n
\nFurthermore, the Company\u2019s largest customer in China, a publicly listed medical institution, recently reported at the Goldman Sachs\u2019 Asia Leaders Conference 2025 that it has maintained a 10% overall revenue growth target, with its revenue growth target for refractive surgery slightly higher. Such growth for the Company\u2019s largest Chinese customer bodes well for the prospects of STAAR, which manufactures phakic implantable lenses used worldwide in corrective (or \u201crefractive\u201d) surgery. We are also optimistic about medium- and long-term geopolitical and trade relations between the United States and China, which we believe will provide an additional support to the macroeconomic climate in both countries and the business prospects of STAAR more particularly.<\/p>\n
The Proposed Consideration to Shareholders Significantly Undervalues the Company<\/b><\/p>\n
\nThird, the Proposed Merger significantly undervalues the Company and gives Alcon the ability to capture that upside without paying a meaningful premium. For the past year, the Company\u2019s stock has traded below its intrinsic value, in our view, because of transitory issues with inventory in China, which is in the course of being resolved. In support of that view, the Company\u2019s second quarter financial results and Quarterly Report on Form 10-Q\u2014released just a day after the Proposed Merger was announced\u2014reflected a decline of the inventory challenges the Company faced in 2024 and early 2025. The Company also reported a significant reduction in its expenses and has significant cost efficiency potential to be further implemented without material revenue impact. This suggests, in our view, that the Company is well on its way to returning to substantial profitability. Further, while the Board touts that the Proposed Merger price of $28 per share represents a premium of approximately 59% and 51% to the 90-day volume weighted average price and closing price, respectively, of the Company\u2019s common stock at the time the Merger Agreement was announced on August 4, 2025, the Board has failed to note that the offer price of $28 per share represents a discount of approximately 26% to the 52-week high price at the time the Merger Agreement was announced on August 4, 2025 and approximately a 49% discount to Alcon\u2019s original offer price of $55 per share in cash in October 2024.<\/p>\n
\nIn conclusion, while we are not necessarily opposed to supporting an acquisition of STAAR by a third party, including Alcon, at an appropriate price or on other appropriate terms, we remain open to a range of potential outcomes, including continued ownership of STAAR as an independent company for the foreseeable future. We believe STAAR\u2019s superior and proprietary technology, as well as its global scale, position the Company to take a significant portion of the fast-growing refractive surgery market, become an even more profitable enterprise and, ultimately, deliver upon its vision to be the first choice for surgeons and patients seeking visual freedom from glasses and contact lenses. In our view, there is no compelling reason to sell STAAR at this underwhelming price.<\/p>\n
\nUnless the terms are revised to address what we believe to be inadequate consideration, we intend to vote against the Proposed Merger and will urge our fellow shareholders to do the same. We do not believe this transaction should receive shareholder approval.<\/p>\n
\nSincerely,<\/p>\n
\nChristopher Min Fang Wang
\n
Chief Investment Officer
\n
Yunqi Capital Limited<\/p>\n
About Yunqi Capital<\/span><\/b><\/p>\n \nYunqi Capital is a Hong Kong headquartered investment manager with over US$250 million in assets under management. The firm deploys a fundamental long-short equity strategy, with a concentrated portfolio, that is primarily invested in the equity securities of companies with a significant China connection. Yunqi Capital is led by CIO Chris Wang, an experienced portfolio manager with a strong track record of generating attractive returns on capital, controlling portfolio risk and managing investment teams.<\/p>\n Disclaimers<\/span><\/b><\/p>\n \nTHIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY. DO NOT SEND US YOUR PROXY CARD OR OTHER VOTING INSTRUCTION FORM. YUNQI CAPITAL IS NOT ASKING FOR YOUR PROXY AND WILL NOT ACCEPT PROXY CARDS IF SENT. YUNQI CAPITAL IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.<\/p>\n \nThis press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any state to any person. This press release does not recommend the purchase or sale of a security. There is no assurance or guarantee with respect to the prices at which any securities of the Company will trade, and such securities may not trade at prices that may be implied herein. In addition, this press release and the discussions and opinions herein are for general information only, and are not intended to provide investment advice.<\/p>\n \nThe information contained or referenced herein is for information purposes only in order to provide the views of Yunqi Capital and the matters which Yunqi Capital believes to be of concern to stockholders described herein. The information is not tailored to specific investment objectives, the financial situations, suitability, or particular need of any specific person(s) who may receive the information, and should not be taken as advice in considering the merits of any investment decision. The views expressed herein represent the views and opinions of Yunqi Capital, whose opinions may change at any time and which are based on analyses of Yunqi Capital and its advisors. In addition, the information contained herein is being publicly disclosed without prejudice and shall not be construed to prejudice any of Yunqi Capital\u2019s rights, demands, grounds and\/or remedies under any contract and\/or law.<\/p>\n \nThis press release contains forward-looking statements. Forward-looking statements are statements that are not historical facts and may include projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential, and statements regarding future performance. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, \u201cin our view\u201d, \u201cfrom our perspective\u201d, “intends”, “estimates”, “plans”, “will be”, \u201cwould\u201d and similar expressions. Although Yunqi Capital believes that the expectations reflected in forward-looking statements contained herein are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties\u2014many of which are difficult to predict and are generally beyond the control of Yunqi Capital or the Company\u2014that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. In addition, the foregoing considerations and any other publicly stated risks and uncertainties should be read in conjunction with the risks and cautionary statements discussed or identified in the Company\u2019s public filings with the U.S. Securities and Exchange Commission, including those listed under “Risk Factors” in annual reports on Form 10-K and quarterly reports on Form 10-Q and those related to the pending transaction involving the Company. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Yunqi Capital does not undertake any obligation to update or revise any forward-looking information or statements. Certain information included in this material is based on data obtained from sources considered to be reliable. Any analyses provided to assist the recipient of this material in evaluating the matters described herein may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results. Accordingly, any analyses should not be viewed as factual and should not be relied upon as an accurate prediction of future results. All figures are unaudited estimates and, unless required by law, are subject to revision without notice.<\/p>\n \nFunds and investment vehicles (collectively, the \u201cYunqi Funds\u201d) managed or advised by Yunqi Capital currently beneficially own shares of the Company. The Yunqi Funds are in the business of trading (i.e., buying and selling) securities and intend to continue trading in the securities of the Company. You should assume the Yunqi Funds will from time to time sell all or a portion of their holdings of the Company in open market transactions or otherwise, buy additional shares (in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls, swaps or other derivative instruments relating to such shares. Consequently, Yunqi Capital\u2019s beneficial ownership of shares of, and\/or economic interest in, the Company may vary over time depending on various factors, with or without regard to Yunqi Capital\u2019s views of the pending transaction or the Company\u2019s business, prospects, or valuations (including the market price of the Company shares), including, without limitation, other investment opportunities available to Yunqi Capital, concentration of positions in the portfolios managed by Yunqi Capital, conditions in the securities markets, and general economic and industry conditions. Without limiting the generality of the foregoing, in the event of a change in the Company\u2019s share price on or following the date hereof, the Yunqi Funds may buy additional shares or sell all or a portion of their holdings of the Company (including, in each case, by trading in options, puts, calls, swaps, or other derivative instruments). Yunqi Capital also reserves the right to change the opinions expressed herein and its intentions with respect to its investments in the Company, and to take any actions with respect to its investments in the Company as it may deem appropriate, and disclaims any obligation to notify the market or any other party of any such changes or actions, except as required by law.<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20250922086063\/en\/<\/a><\/span><\/p>\n<\/p>\n