Staar Surgical announces amendments to Alcon merger agreement

STAAR Surgical Company (STAA) announced that the company has agreed with Alcon Inc. (ALC) to amend their merger agreement to allow proactive solicitation by STAAR of third-party proposals to maximize value for all STAAR stockholders. The amended agreement includes: A new 30-day go-shop period: The new go-shop period enables STAAR to proactively solicit third-party proposals through December 6, 2025, while also protecting the offer that Alcon has agreed to provide under the merger agreement. During the go-shop period, STAAR and its financial advisor plan to contact parties to invite interest in an alternative transaction to the Alcon merger. STAAR welcomes proposals from any interested party, even if not contacted by STAAR or its advisor. No matching rights for third-party proposals: Alcon has agreed to give up any matching rights should a superior proposal be made during the go-shop period. Limited information rights: Until the end of the go-shop period, STAAR is not required to notify Alcon regarding any bids it receives, further fostering a fair and open go-shop process. No termination fee payable by STAAR: STAAR is not required to pay a termination fee to Alcon if STAAR terminates the amended merger agreement to accept a superior proposal from a qualified bidder or if Alcon terminates because the STAAR board changes its recommendation with respect to a superior proposal from a qualified bidder, which further incentivizes any interested third party to submit a proposal. Stephen Farrell, CEO of STAAR, said, “The STAAR Board continues to be committed to maximizing stockholder value. This go-shop has provisions that encourage all potential buyers to come forward to provide their updated perspectives on valuation based on our most recent financial results and business trends. This go-shop process will either produce a superior proposal or it will validate the merits of our proposed merger with Alcon. Either way, STAAR stockholders win.” In connection with the amended merger agreement and new 30-day go-shop provision, STAAR has postponed the Special Meeting of Stockholders to vote on the Alcon merger proposal until after the go-shop period has expired.