Staar Surgical asked Alcon to increase merger consideration

As previously disclosed, on August 4, 2025, STAAR (STAA) entered into an Agreement and Plan of Merger with Alcon Research (ALC) and Rascasse Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Alcon, pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into STAAR, with STAAR surviving the Merger as a wholly owned subsidiary of Alcon. If the Merger is completed, STAAR stockholders will receive, in exchange for each share of STAAR common stock held immediately prior to the Merger, $28.00 in cash, without interest and subject to any applicable tax withholding. The STAAR Board of Directors has unanimously approved the Merger Agreement and has recommended that STAAR stockholders vote in favor of adopting the Merger Agreement. In a regulatory filing, STAAR said that on October 24, its board met to discuss potential next steps, and “determined not to accept Alcon’s proposal to amend the terms of the Merger Agreement without a concurrent commitment to increase the Merger Consideration, instructed STAAR’s management to engage in further discussions with Alcon.” STAAR said it is is holding a special meeting of its stockholders to consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated as of August 4, 2025 and to consider and vote on the proposal to approve, on an advisory basis, the compensation that may be paid or become payable to STAAR’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. STARR added that “the failure to obtain the Stockholder Approval, the likelihood of which is increased if there is no amendment or modification to the existing terms of the Merger Agreement, and the outcome of the Broadwood Group’s ongoing proxy contest.”