Broadwood Partners Issues Letter to STAAR Surgical's Board Questioning Its Diligence in Rush to Reaffirm Support for Alcon Sale
Raises Concerns About Whether the Board Fulfilled Its Fiduciary Duty of Care in Doubling Down on Its Commitment to Proposed Transaction
Renewed Support Comes After Stunning Revelation STAAR CEO and Chair Failed to Disclose Inbound Interest in Acquiring the Company to Rest of Board
Broadwood Partners, L.P. and its affiliates (collectively, "Broadwood") today issued the following letter to the Board of Directors (the "Board") of STAAR Surgical Company ("STAAR" or the "Company") (NASDAQ:STAA). Broadwood, which owns 27.5% of STAAR's outstanding common shares, continues to urge its fellow shareholders to vote on its GREEN Proxy Card "AGAINST" the proposed acquisition of STAAR by Alcon Inc. ("Alcon") (NYSE:ALC) on the terms announced August 5, 2025.
Shareholders can find additional information at www.LetSTAARShine.com.
October 10, 2025
STAAR Surgical Company
25510 Commercentre Dr.
Lake Forest, CA 92630
Dear Members of the Board:
Your carelessness continues to shock us.
On Tuesday night, October 7, 2025, independent proxy advisory firm Glass, Lewis & Co. issued its recommendation that shareholders vote against the proposed sale of STAAR to Alcon. In its report, Glass Lewis disclosed that it had confirmed a stunning fact during its research process: the Chair and the CEO of STAAR did not disclose to their fellow directors highly material information about inbound strategic interest from at least one potentially bona fide buyer of the Company.
This revelation, taken together with concerns we raised about the integrity of the fairness opinion upon which the Board relied, as well as several quantitative concerns that Glass Lewis raised about valuation, suggests that the Board's decision to sell the Company at this price and to this buyer was built on incomplete information and a shaky analytical foundation.
Instead of carefully considering these troubling new facts, the Board appears instead to have ignored them and quickly doubled down on its commitment to the proposed transaction. We have been particularly puzzled as to how it was possible for the Board to issue a press release that reiterated its "unanimous" support for its decision to sell the Company within hours of the explosive revelations in the Glass Lewis report regarding the lack of candor by the Company's CEO and Chair.
We find the Board's apparent haste to look past the new developments very troubling. And we have questions:
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When precisely, during those few hours after the issuance of the Glass Lewis report and before the Company's press release, did the directors meet to consider the troubling new facts?
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Did the directors ask the Company's financial advisor whether the transaction was still fair from a financial point of view, given the challenges that have been lodged by three large shareholders and a leading proxy advisor regarding the assumptions, peer sets, and financial projections that formed the basis for the original fairness opinion?
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Did the Company's CEO and Chair disclose the other strategic interest to the directors who had previously been kept in the dark? Did the uninformed directors have an opportunity to fulfill their duty of care by inquiring about that strategic interest?
- Was there a fulsome and careful discussion as to whether there were any other expressions of strategic interest that also should have been disclosed? Did the Board then determine that the Alcon sale for cash still represented the highest available price?
We take no solace from the Board's hurried reaffirmation of its commitment to the Alcon transaction. Given the severity of the process failures, conflicts of interest, and valuation issues, we cannot fathom how any board could properly have agreed to this deal in the first place, let alone renew its support in light of these latest, disturbing revelations. Doing so within twelve hours is particularly troubling.
At worst, this Board has again given proper process short shrift and, at best, has acted so swiftly as to lack credibility altogether. Either way, there appears to be a clear lack of diligent oversight and a failure of fiduciary responsibility on this Board.
As Glass Lewis correctly pointed out, there is obviously a fair price for the Board and shareholders to sell the Company. That price can only be determined with analytical rigor and transparency, neither of which seem to have existed during the process that led to the current transaction. Or since.
Sincerely,
Neal Bradsher
Founder and President
Broadwood Capital, Inc., General Partner of Broadwood Partners, L.P.
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 Bradsher is the President of Broadwood Capital.
Certain Information Concerning the Participants
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/.
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 September 26, 2025 and is available here.
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