Broadwood Partners (27.5% Holder) Slams STAAR Surgical (NASDAQ: STAA) and Alcon (NYSE: ALC) for Delaying Shareholder Vote on Sale

Broadwood Partners Condemns Decision by STAAR Surgical and Alcon to Delay Final Vote on Proposed Transaction

Appalled that STAAR’s Board Reneged on Its Promise to Let Shareholders Decide the Fate of the Proposed Transaction in a Timely Manner

Urges STAAR to Give Up on Misbegotten Transaction and Refocus on Running the Business

Intends to Seek Removal of STAAR Chair Elizabeth Yeu, CEO Stephen Farrell, and Compensation Committee Chair Arthur Butcher from the Board at a Special Meeting

NEW YORK--(BUSINESS WIRE)--Broadwood Partners, L.P. and its affiliates (“Broadwood” or “we”), which owns 27.5% of the outstanding common stock of STAAR Surgical Company (“STAAR” or the “Company”) (NASDAQ: STAA), today issued the following statement regarding the agreement between STAAR and Alcon Inc. (“Alcon”) (NYSE: ALC) to postpone a shareholder vote on the proposed sale of the Company.

Neal C. Bradsher, Broadwood Founder and President, said:

“The decision to postpone a shareholder vote on the sale of STAAR to Alcon is the latest in a long string of bad decisions by this Board, which ran a deeply flawed sale process at the wrong time and agreed to an inadequate price. For these reasons, all three major proxy advisory firms oppose the proposed transaction.

A little more than two weeks ago, the Board said: ‘[T]he ultimate decision rests in the hands of all STAAR stockholders, which is exactly where it should be.’ But now, faced with overwhelming and public shareholder opposition to the deal, the Board, with full visibility into the vote tally, has stripped shareholders of their right to a timely final vote.

Shareholders can reasonably assume that no such postponement would have occurred if the vote tally had been favorable to the deal.

It is time for STAAR to move past this ill-conceived transaction and get back to the important work of operating and building the business. The adjournment of the vote prolongs the uncertainty surrounding the Company and risks further disrupting STAAR’s momentum.

This Board clearly does not have a mandate to make any changes to the proposed transaction or further delay the termination of the agreement. We call upon the Board to let shareholders vote.

Moreover, we continue to believe that shareholder confidence in the Board can be restored only by removing directors. To that end, we intend to seek the removal of Board Chair Elizabeth Yeu, who was a consultant to Alcon until very recently; CEO Stephen Farrell, who stands to make $24 million from the sale of STAAR after just five months in his role; and the Board’s Compensation Committee Chair, Arthur Butcher, who approved egregious exit compensation packages for executives in conjunction with the transaction. We intend to proceed with our efforts to call a Special Meeting to remove these directors.”

Source:

https://www.sec.gov/Archives/edgar/data/718937/000121390025102242/ea0262445-dfan14a_broadwood.htm