Broadwood Partners (27.5%) Opposes STAAR Surgical (STAA) Sale to Alcon, Citing Board’s Misjudgment After Rejecting $58 Offer

Dear Members of the Board:

You have decided it is time to sell STAAR for $28 per share. As you know, we strongly disagree with that decision.

One thing we can surely agree on, however, is that this Board is, at best, one-for-two in making decisions about selling STAAR. With hundreds of millions of dollars of shareholder money at stake, that is not good enough.

Sixteen months ago, you decided not to sell the Company to Alcon for $58 per share in cash. You walked away from the table because of your belief in STAAR’s strong business prospects.1 Yet now, with little change in the market, management’s financial forecasts, or STAAR’s opportunities, you have decided to sell the Company for $28 per share.

“No” to $58.

“Yes” to $28.

As your largest shareholder, we believe the Board got it right the first time.

The Board wants shareholders to believe that its decision to sell the Company now, at less than half the price, was based on a reassessment of the Company’s business performance and outlook. But we cannot fathom how that could be.

The Company had a difficult few quarters, to be sure, as demand in China slowed temporarily and excess inventory was worked off. But now, STAAR’s prospects are sound, with sufficient cash, strong demand, new products ready to be launched, and cost savings opportunities to drive future profitability. In fact, if management’s own projections are achieved, the company will experience double-digit revenue growth and profit margins that are among the highest of any midsized medical technology company in the world. And those projections are consistent with the company’s prospects at the time you rejected $58 per share.

We can only assume that the Board does not believe in this management’s latest forecast. But shareholders have no reason to trust your assessment of the future. When you decided not to sell for $58 per share, for example, you evidently did not foresee the transitory troubles in China that would occur six months later. If you could not foresee a problem that was mere months away - and one that you now claim caused a collapse of enterprise value by more than 50% - why should any investor rely on your judgment or foresight today?

We continue to believe the business is far more valuable than $28 per share and the Company’s prospects are as bright as ever. We are disappointed with your one-for-two track record, which inspires no confidence.

For these reasons, we will vote against this transaction and are encouraging our fellow shareholders to vote “AGAINST” the deal too. When they do so, we believe shareholders will next need to address the poor judgment you have exhibited and consider how trust in the Company, its management team, and directors can be rebuilt and STAAR’s bright prospects can be realized.

Sincerely,

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

Source:

https://www.sec.gov/Archives/edgar/data/718937/000121390025096599/ea0260385-dfan14a_broadwood.htm