Broadwood issues letter to Staar Surgical board questioning ‘rush’ in Alcon sale

Broadwood Partners, L.P. and its affiliates issued a letter to the Board of Directors of STAAR Surgical Company (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 (ALC). The letter says in part: “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… 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.”