Broadwood Partners (27.5% Holder) Blasts STAAR Surgical (STAA) Board for Rushing to Reaffirm Alcon (NYSE: ALC) Sale Amid Fiduciary Concerns

Broadwood Partners Issues Letter to STAAR Surgical’s Board Questioning Its Diligence in Rush to Reaffirm Support for Alcon Sale

Raises Concerns About Whether the Board Fulfilled Its Fiduciary Duty of Care in Doubling Down on Its Commitment to Proposed Transaction

Renewed Support Comes After Stunning Revelation STAAR CEO and Chair Failed to Disclose Inbound Interest in Acquiring the Company to Rest of Board

October 10, 2025

STAAR Surgical Company
25510 Commercentre Dr.
Lake Forest, CA 92630

Dear Members of the Board:

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. And we have questions:

● When precisely, during those few hours after the issuance of the Glass Lewis report and before the Company’s press release, did the directors meet to consider the troubling new facts?

● Did the directors ask the Company’s financial advisor whether the transaction was still fair from a financial point of view, given the challenges that have been lodged by three large shareholders and a leading proxy advisor regarding the assumptions, peer sets, and financial projections that formed the basis for the original fairness opinion?

● Did the Company’s CEO and Chair disclose the other strategic interest to the directors who had previously been kept in the dark? Did the uninformed directors have an opportunity to fulfill their duty of care by inquiring about that strategic interest?

● Was there a fulsome and careful discussion as to whether there were any other expressions of strategic interest that also should have been disclosed? Did the Board then determine that the Alcon sale for cash still represented the highest available price?

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.

Sincerely,

Neal Bradsher
Founder and President
Broadwood Capital, Inc., General Partner of Broadwood Partners, L.P.

Source:

https://www.sec.gov/Archives/edgar/data/718937/000121390025098172/ea0260954-dfan14a_broadwood.htm