STAAR Surgical Updates Merger Agreement with Alcon to Enable Broader Market Engagement and Enhanced Shareholder Value Exploration
STAAR Surgical Company (NASDAQ: STAA), a global leader in the development and manufacturing of Implantable Collamer® Lenses (ICLs) for vision correction, announced that it has amended its previously disclosed merger agreement with Alcon Inc. (SIX/NYSE: ALC), one of the world’s largest eye care companies. The updated terms introduce a set of provisions designed to ensure that STAAR stockholders have the opportunity to benefit from the most competitive strategic transaction available. Central to this amendment is the introduction of a structured process allowing STAAR to actively solicit and evaluate alternative acquisition proposals from third parties.
The Company’s EVO family of Implantable Collamer® Lenses, positioned at the forefront of refractive vision correction solutions, has established STAAR as a key innovator in the ophthalmic device market. The proposed merger with Alcon, originally announced earlier in 2025, represented a strategic alignment intended to scale STAAR’s technology, expand global market penetration and strengthen commercial execution. However, following ongoing discussions with stockholders and market participants, STAAR’s board determined that a go-shop period would better ensure that stockholders receive full and optimal value from any strategic combination.
Key Provisions of the Amended Agreement
The amended merger agreement introduces several important structural modifications, all focused on promoting market transparency, shareholder benefit, and competitive interest evaluation.
1. 30-Day “Go-Shop” Period
The agreement now includes a formal go-shop period extending through December 6, 2025, during which STAAR and its financial advisor can actively solicit alternative proposals from interested third parties. Rather than merely allowing unsolicited offers, this period authorizes STAAR to approach multiple potential bidders directly, including both strategic industry players and qualified private equity sponsors.
This structure enables:
- Broad Proposal Outreach: STAAR is free to initiate contact with potential acquirers.
- Fair Market Valuation Discovery: The Company may evaluate whether other bidders are willing to propose superior transaction terms.
- Continued Protection of the Alcon Offer: The existing merger agreement remains valid unless STAAR elects to pursue a superior option.
Even parties that are not directly contacted by STAAR are invited to submit proposals, ensuring open and inclusive participation for any qualified buyer.
2. Elimination of Alcon’s Matching Rights
As part of the amendment, Alcon agreed to relinquish its contractual right to match any competing bid submitted during the go-shop period. This is a significant adjustment putting all bidders on equal footing. Without matching rights, any superior proposal will be evaluated based solely on strategic merit and value to shareholders, without giving Alcon an automatic advantage in negotiations.
This modification is a strong indicator of Alcon’s confidence in the original merger terms while also demonstrating its support for a fair and transparent valuation assessment process.
3. Limited Disclosure Requirements During the Go-Shop
Under the amended terms, STAAR is not obligated to provide Alcon with updates or notifications regarding third-party bid submissions during the go-shop period. This ensures that the process remains unbiased and competitive, giving bidders confidence that their interest will not be automatically disclosed to a competitor.
4. No Termination Fee for Accepting a Superior Bid
Importantly, should STAAR choose to terminate the agreement in order to pursue a superior proposal from a qualified bidder, the Company will not be required to pay a termination fee to Alcon. Likewise, if Alcon terminates due to a change in board recommendation triggered by a superior proposal, no termination penalty will be owed. This provision effectively removes financial barriers that could discourage third-party interest and actively incentivizes competitive bidding.
Executive Leadership Perspectives
Stephen Farrell, Chief Executive Officer of STAAR Surgical, emphasized that the board’s actions reflect an unwavering focus on maximizing stockholder value. He stated:
The STAAR Board continues to be committed to maximizing stockholder value. This go-shop has provisions that encourage all potential buyers to come forward to provide their updated perspectives on valuation based on our most recent financial results and business trends. This go-shop process will either produce a superior proposal or it will validate the merits of our proposed merger with Alcon. Either way, STAAR stockholders win.
Farrell added that the process is not solely about financial valuation but also about confirming strategic alignment, future growth models, and brand and product positioning within the ophthalmic surgical market.
He further noted:
We look forward to continuing our dialogue with our stockholders during this period. In addition, we are pleased that Alcon has committed to begin engaging with STAAR stockholders and proxy advisory firms to understand their perspectives on valuation and other aspects of the Alcon merger proposal.
This engagement underscores both companies’ awareness that shareholder confidence and perspective are essential to the outcome of the proposed transaction.
Rescheduled Stockholder Meeting
In conjunction with the new go-shop window, STAAR has postponed the previously scheduled Special Meeting of Stockholders, originally planned for December 3, 2025. The meeting will now take place on December 19, 2025 at 8:30 a.m. Pacific Time, following the conclusion of the go-shop period. This ensures shareholders have the opportunity to review any alternative proposals and the board’s recommendation before voting.
Only shareholders of record as of October 24, 2025 will be eligible to participate in and vote at the rescheduled meeting. Updated meeting notices and proxy materials will be provided in advance of the new date.
The revised merger agreement represents an important step in ensuring that STAAR’s stockholders benefit from a thorough and market-based evaluation of the Company’s strategic options. Whether the go-shop process results in a superior acquisition proposal or ultimately reaffirms the transaction with Alcon, the framework ensures a transparent process designed to protect and enhance shareholder value.
STAAR remains focused on advancing its product innovation, expanding its global surgical adoption, and maintaining its leadership position in next-generation refractive vision correction technologies.
Source link: https://www.businesswire.com
