Broadwood Partners Slams Alcon–STAAR Deal, Flag Sale Process Concerns

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.