Broadwood Partners Comments on ISS Report on Proposed Sale of STAAR Surgical to Alcon
ISS Says It Would Not Be "Unreasonable for a Shareholder to Remain Opposed" to the Deal
Broadwood Encourages Shareholders to Follow the Recommendations of Proxy Advisory Firms Glass Lewis and Egan-Jones, Both of Whom Recommend Shareholders Vote "AGAINST" the Proposed Transaction
Broadwood Partners, L.P. and its affiliates ("Broadwood" or "we") today commented on a report published by Institutional Shareholder Services Inc. ("ISS"), an independent proxy advisory firm, which reiterates that firm's significant concerns regarding the proposed acquisition of STAAR Surgical Company ("STAAR" or the "Company") (NASDAQ:STAA) by Alcon Inc. ("Alcon") (NYSE:ALC).
ISS stated in its latest report on the proposed sale of STAAR to Alcon:
"The initial sale process was deeply flawed, the circumstances create uncertainty about whether the go-shop could have cured concerns, and STAA has provided shareholders with no reason to rely on its efforts. … [In addition,] it is still difficult to fully assess the adequacy of the offer." 1
ISS made the following additional observations:
- "STAA has made it difficult for shareholders to trust the statements and actions of the board and management team."
- "STAA did not clearly disclose in initial filings that approval of the amended merger agreements was not unanimous. This critical information was instead disclosed in supplemental filings."
- "[T]here are significant concerns with the sale process, and these were not fully cured by the 30-day go-shop."
- "[S]hareholders continue to have a reason to question whether the board's messaging about downside risk from an operational perspective is completely credible."
- "[I]t is now evident that shareholders cannot rely on the incumbent leadership team."
ISS concluded: "[I]t would not necessarily be unreasonable for a shareholder to remain opposed to this transaction…."
ISS's skepticism about the transaction is consistent with the views of the two other prominent shareholder advisory firms, Glass, Lewis & Co., LLC ("Glass Lewis") and Egan-Jones Ratings Company ("Egan-Jones"), both of whom are recommending that shareholders vote "AGAINST" the proposed transaction.
In its updated report on December 5, 2025, Egan Jones said: "[W]e believe the credibility and integrity of the transaction have been compromised by the previously non-competitive process. Furthermore, because the same board and executive management team oversaw both the original merger and the subsequent amendment and go-shop process, our concerns regarding objectivity and fairness remain the same."
Glass Lewis concluded in its December 11, 2025, report that "we do not believe there exists persuasive cause for investors to endorse the revised Alcon arrangement."
Neal C. Bradsher, Founder and President of Broadwood, reacted to the recent proxy advisor reports:
"The proposed sale to Alcon has been met with overwhelming opposition from STAAR shareholders, proxy advisory firms, and even from within STAAR's own boardroom. We reject ISS's inexplicable decision to offer ‘cautionary support' for the proposed transaction in the face of what ISS itself described as uncured process concerns, skepticism that Alcon's revised offer represents full value for STAAR, and an inability of shareholders to rely on STAAR's Board and management team. ISS's condemnation of the integrity of the Board and management team reinforces our strong belief that this transaction should be voted down and followed by significant changes to STAAR's leadership group.
It is a sad day when the best argument for agreeing to the sale of a company is that the leadership team and board are so unreliable and lacking in credibility that shareholders cannot count on strong execution or proper stewardship in the future. Notwithstanding the Board and leadership team's failures of oversight and execution, we remain confident in STAAR's product and market opportunity and believe STAAR is worth substantially more than Alcon is offering today.
Notably, just last year, Alcon offered twice as much for the Company, and STAAR's long-term prospects have not changed meaningfully. Since this misbegotten transaction was proposed, STAAR has downplayed its own performance and future opportunity – at every turn – to justify the deal. However, as ISS noted, shareholders have no reason to trust the judgment or integrity of STAAR's Board in making a determination about the deal consideration, and the Board chose not to seek advice from its financial advisor regarding the fairness of Alcon's revised proposal.
Shareholders should not throw in the towel at a discounted price just because they cannot trust the current Board and management team to properly run the Company or a sale process. Nor should shareholders reward a misaligned and poorly performing management team and conflicted Board with a lucrative exit. What message would that send to all other boards?
We are taking the necessary steps to call a special meeting of shareholders to remove the three directors we feel are most responsible for this deeply flawed and conflicted transaction. We also remain prepared to work with our fellow shareholders to identify qualified independent and experienced director candidates to ensure that STAAR is positioned to succeed and maximize value for all shareholders."
Broadwood encourages its fellow shareholders to review its presentations, proxy materials, and press releases, all of which are available at www.LetSTAARShine.com, and to vote "AGAINST" the proposed transaction with Alcon.
If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Saratoga Proxy Consulting LLC, by calling (212) 257-1311 or toll free at (888) 368-0379, or by email at info@saratogaproxy.com. If you have already voted for the merger, you may change your vote by voting a later-dated proxy "AGAINST" the deal. Only your latest dated vote counts.
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
Special Meeting of Shareholders Originally Scheduled for October 23, 2025
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 the Company in connection with the special meeting of shareholders originally scheduled for October 23, 2025 and most recently postponed to be held on December 19, 2025 (including any further adjournments, postponements, reschedulings or continuations thereof, the "Proposed Merger 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 Proposed Merger Special Meeting. SHAREHOLDERS OF THE COMPANY 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 PROPOSED MERGER 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 the Company's shareholders and will be, along with other relevant documents, available at no charge on the SEC's website at https://www.sec.gov/.
Special Meeting of Shareholders to Remove Members of the Board
The Participants also intend to file a definitive proxy statement and an accompanying GREEN Proxy Card with the SEC to be used to solicit proxies with respect to removing members of the Board and any other proposals that may come before a future and yet to be called or otherwise scheduled special meeting of shareholders (including any adjournments, postponements, reschedulings or continuations thereof, the "Shareholder Meeting"). The Shareholder Meeting will be separate, distinct and unrelated to the Proposed Merger Special Meeting, and the Participants believe that the Shareholder Meeting will have no effect on the outcome of the Proposed Merger Special Meeting. The Participants do not believe that there is any lawful reason that would prevent or prohibit the Participants from calling the Shareholder Meeting, regardless of the outcome of the shareholder vote at the Proposed Merger Special Meeting, and do not make any representation related to whether the Company may contest, or otherwise challenge, the Participants' ability to call the Shareholder Meeting. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE SHAREHOLDER MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. The definitive proxy statement and an accompanying GREEN Proxy Card will be furnished to some or all of the Company'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 November 21, 2025 and is available here.
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Investor Contacts
John Ferguson / Joseph Mills
Saratoga Proxy Consulting LLC
jferguson@saratogaproxy.com
jmills@saratogaproxy.com
(212) 257-1311
(888) 368-0379
Media Contacts
Scott Deveau / Jeremy Jacobs
August Strategic Communications
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(323) 892-5562