\nSTAAR Surgical Company (NASDAQ: STAA), the global leader in phakic IOLs with the EVO family of Implantable Collamer\u00ae Lenses (EVO ICL\u2122) for vision correction, today issued the following statement with respect to the flawed, misleading, and misinformed claims recently made by Broadwood Partners, L.P.:<\/p>\n
\nBroadwood\u2019s recent presentation recycles flawed, misleading, and misinformed claims about the process and considerations leading up to STAAR\u2019s agreement with Alcon and the certain, compelling, premium cash value this transaction provides. Broadwood\u2019s claims have been refuted in detail in STAAR\u2019s investor materials, including in its press release<\/a> \u201cSTAAR Surgical Publishes Presentation Highlighting Compelling, Certain Cash Value Offered by Alcon Merger and Meaningful Downside Risks if Alcon Merger is not Approved\u201d and related presentation<\/a> that the Company published on September 26, 2025.<\/p>\n \nBroadwood\u2019s analysis is stuck in the past and does not reflect actual performance today or reasonable expectations going forward. STAAR\u2019s projected 10% growth rate is far below STAAR\u2019s historical 20% growth rate, is based on management\u2019s turnaround plans, and is subject to significant risks and headwinds.<\/p>\n \nWe are strong believers in the EVO ICL technology and stand behind our plan for STAAR to grow net sales by 10% annually from 2026 through 2030, but we cannot ignore the challenges that STAAR faces. It is not hard to see from STAAR\u2019s reported results that the Company\u2019s business in China, which represented 51% of consolidated net sales last year, is facing headwinds. Even a cursory review of STAAR\u2019s financial results reveals that consolidated net sales have been on a downward trajectory since 2023. In spite of STAAR\u2019s challenges, the STAAR Board of Directors succeeded in negotiating a transaction with Alcon that offers STAAR stockholders a 59% premium to STAAR\u2019s 90-day VWAP and a 51% premium to the closing price of STAAR common stock on August 4, 2025.<\/p>\n \nBefore approving the Alcon agreement, the Board was well aware of Broadwood\u2019s likely objections and carefully considered Broadwood\u2019s perspective on STAAR\u2019s valuation. The Board decided to move forward, despite Broadwood\u2019s objections, because it unanimously concluded that the Alcon agreement is in the best interests of STAAR stockholders. Now, the ultimate decision rests in the hands of all STAAR stockholders, which is exactly where it should be<\/i><\/b>.<\/p>\n \nSTAAR does not believe that the Broadwood perspective is shared by the majority of STAAR stockholders and does not believe that Broadwood\u2019s analysis accurately reflects the facts.<\/p>\n Broadwood Allegation of \u201cWrong Process\u201d<\/span><\/b><\/p>\n 1. Broadwood allegation: There is a \u201cReady pool of logical and well-capitalized buyers\u201d<\/b><\/p>\n 2. Broadwood allegation: \u201cManagement projections were revised downward at the last minute to cast a more pessimistic outlook on the business\u201d<\/b><\/p>\n 3. Broadwood allegation: \u201cNumerous business entanglements and management\u2019s financial interests\u201d influenced the decision to sell<\/b><\/p>\n 4. Broadwood allegation: \u201cNegotiations took place over just one month\u201d<\/b><\/p>\n Broadwood Allegation of \u201cWrong Time\u201d<\/span><\/b><\/p>\n 1. Broadwood allegation: \u201cFundamental performance has been on the upswing\u201d<\/b><\/p>\n 2. Broadwood allegation: \u201cSTAAR\u2019s challenges are abating\u201d<\/b><\/p>\n 3. Broadwood allegation: STAAR\u2019s \u201cNewfound Strategic Pessimism is an Abrupt About Face\u201d<\/b><\/p>\n Broadwood Allegation of \u201cWrong Price\u201d<\/span><\/b><\/p>\n 1. Broadwood allegation: \u201cAlcon offered much more for STAAR (less than a year ago)\u201d and \u201cSTAAR\u2019s long-term prospects have materially changed since then\u201d<\/b><\/p>\n 2. Broadwood allegation: \u201cThe intrinsic value of management\u2019s own plan, at an appropriate discount rate, far exceeds $28 per share\u201d<\/b><\/p>\n 3. Broadwood allegation: \u201cThe price is inadequate and not a reflection of fair value\u201d<\/b><\/p>\n \nWith the recent expiration<\/a> of the Hart-Scott-Rodino waiting period for the Alcon transaction, STAAR and Alcon continue to make progress toward the closing of the merger and look forward to completing the transaction so that its benefits can be realized for all stakeholders. The transaction is still anticipated to close in approximately six to 12 months of the initial merger agreement announcement on August 5, 2025, subject to customary closing conditions, including regulatory approval and approval by STAAR\u2019s stockholders.<\/p>\n STAAR will hold a virtual Special Meeting of Stockholders on October 23 at 8:30 a.m. (Pacific Time) to vote on the Alcon merger. Stockholders of record as of the close of business on September 12, 2025, are entitled to vote at the meeting.<\/b><\/p>\n The STAAR Board of Directors unanimously recommends that all STAAR stockholders vote \u201cFOR\u201d the merger proposal on the WHITE proxy card TODAY.<\/b><\/p>\n \nStockholders with questions about voting their shares should contact STAAR\u2019s proxy solicitor, Innisfree M&A Incorporated:<\/p>\n About STAAR Surgical<\/b><\/p>\n \nSTAAR Surgical (NASDAQ: STAA) is the global leader in implantable phakic intraocular lenses, a vision correction solution that reduces or eliminates the need for glasses or contact lenses. Since 1982, STAAR has been dedicated solely to ophthalmic surgery, and for 30 years, STAAR has been designing, developing, manufacturing, and marketing advanced Implantable Collamer\u00ae Lenses (ICLs), using its proprietary biocompatible Collamer material. STAAR ICL\u2019s are clinically-proven to deliver safe long-term vision correction without removing corneal tissue or the eye\u2019s natural crystalline lens. Its EVO ICL\u2122 product line provides visual freedom through a quick, minimally invasive procedure. STAAR has sold more than 3 million ICLs in over 75 countries. Headquartered in Lake Forest, California, the company operates research, development, manufacturing, and packaging facilities in California and Switzerland. For more information about ICL, visit www.EVOICL.com<\/a>. To learn more about STAAR, visit www.staar.com<\/a>.<\/p>\n Additional Information About the Merger and Where to Find It<\/b><\/p>\n \nThis communication relates to the proposed transaction involving STAAR. In connection with the proposed transaction, STAAR has filed relevant materials with the U.S. Securities and Exchange Commission (the \u201cSEC\u201d), including STAAR\u2019s definitive proxy statement on Schedule 14A (the \u201cProxy Statement\u201d), on September 16, 2025. The Proxy Statement was first sent to STAAR stockholders on September 16, 2025. This communication is not a substitute for the Proxy Statement or any other document that STAAR may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF STAAR ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC\u2019s website, www.sec.gov<\/a>, or by visiting STAAR\u2019s investor relations website, https:\/\/investors.staar.com<\/a>.<\/p>\n No Offer or Solicitation<\/b><\/p>\n \nThis communication is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.<\/p>\n Participants in the Solicitation<\/b><\/p>\n \nUnder SEC rules, STAAR and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the holders of STAAR\u2019s common stock in connection with the proposed transaction. Information about the directors and executive officers of STAAR and their ownership of STAAR\u2019s common stock is set forth in the Proxy Statement, the definitive proxy statement for STAAR\u2019s 2025 Annual Meeting of Stockholders (the \u201cAnnual Proxy Statement\u201d), which was filed with the SEC on April 24, 2025 (and which is available at https:\/\/www.sec.gov\/ix?doc=\/Archives\/edgar\/data\/0000718937\/000095017025058174\/staa-20250424.htm<\/a>), including the sections captioned \u201cCompensation of Directors,\u201d \u201cInformation Regarding Executive Officers\u201d and \u201cSecurity Ownership of Principal Shareholders and Management,\u201d or its Annual Report on Form 10-K for the year ended December 27, 2024, which was filed with the SEC on February 21, 2025 (and which is available at https:\/\/www.sec.gov\/ix?doc=\/Archives\/edgar\/data\/0000718937\/000095017025024813\/staa-20241227.htm<\/a>), and in other documents filed by STAAR with the SEC. To the extent holdings of such participants in STAAR\u2019s securities have changed since the amounts described in the Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC by STAAR\u2019s directors and executive officers. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.<\/p>\n Forward-Looking Statements<\/b><\/p>\n \nThe information covered by this communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often contain words such as \u201canticipate,\u201d \u201cbelieve,\u201d \u201cexpect,\u201d \u201cplan,\u201d \u201cestimate,\u201d \u201cproject,\u201d \u201ccontinue,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201cmay,\u201d and similar terms. All statements in this communication that are not statements of historical fact are forward-looking statements. These forward-looking statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Alcon merger agreement or could cause the consummation of the proposed transaction to be delayed or to fail to occur; (2) the failure to obtain approval of the proposed transaction from STAAR\u2019s stockholders; (3) the failure to obtain certain required regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the proposed transaction within the expected timeframes or at all; (4) risks related to disruption of management\u2019s attention from STAAR\u2019s ongoing business operations due to the proposed transaction; (5) the effect of the announcement of the proposed transaction on the ability of STAAR to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally; (6) the ability of STAAR to meet expectations regarding the timing and completion of the transaction; (7) the outcome of any legal proceedings that may be instituted against STAAR related to the proposed transaction; (8) the possibility that STAAR\u2019s stock price may decline significantly if the proposed transaction is not consummated; and (9) other important factors set forth in the Proxy Statement under the caption \u201cRisk Factors\u201d and STAAR\u2019s Annual Report on Form 10-K for the year ended December 27, 2024 under the caption \u201cRisk Factors,\u201d as any such factors may be updated from time to time in STAAR\u2019s other filings with the SEC.<\/p>\n \nForward-looking statements speak only as of the date they are made and, except as may be required under applicable law, STAAR undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20251005110492\/en\/<\/a><\/span><\/p>\n STAAR Contacts:<\/b><\/p>\n \nNiko Liu, CFA\n
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United States: +1 626-303-7902 (ext 3023)
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Hong Kong: +852-6092-5076
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nliu@staar.com
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investorrelations@staar.com<\/a><\/p>\n