NEW YORK / Oct 15, 2025 / Business Wire / Broadwood Partners, L.P. and its affiliates (“Broadwood” or “we”) today announced that Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, has recommended that the shareholders of STAAR Surgical Company (“STAAR” or the “Company”) (NASDAQ: STAA) vote “AGAINST” the Company’s proposed acquisition by Alcon Inc. (“Alcon”) (NYSE: ALC) (the “Proposed Merger”) on the GREEN Proxy Card.
ISS is the third proxy advisory firm to recommend shareholders vote “AGAINST” the Proposed Merger, joining Glass, Lewis & Co., LLC (“Glass Lewis”) and Egan-Jones Ratings Company (“Egan-Jones”). With this recommendation, all three major proxy advisory firms – in addition to shareholders representing more than 34% of STAAR’s outstanding common shares, including Yunqi Capital, Defender Capital, CalSTRS, and former STAAR CEO David Bailey – have made public their opposition to the Proposed Merger.
Neal C. Bradsher, Founder and President of Broadwood, said: “We are gratified that all three leading proxy advisory firms have recommended against this fundamentally flawed transaction. Their findings – along with the public opposition from several of our fellow shareholders – reinforce our view that STAAR conducted a defective sale process that was rife with conflicts and led to an agreement to sell the Company at a price that significantly undervalues STAAR and its prospects.
Now that all three major proxy advisory firms and several of the Company’s largest shareholders have found serious faults in the judgment of this Board and the irretrievably flawed sale process, we caution the Board against making any further significant decisions, including about the Alcon deal and other transactions, without robust shareholder involvement and alignment. We continue to urge our fellow investors to vote ‘AGAINST’ this flawed deal.”
ISS identified multiple “deficiencies, disconnects, and uncertainties”1 with the Proposed Merger and said it is “difficult to identify a compelling reason” for shareholders to support the transaction. ISS’s report reaffirmed Glass Lewis’s and Egan-Jones’s findings — and Broadwood’s firm belief — that the deal was pursued at the wrong time, driven by the wrong process, and resulted in the wrong price for shareholders. The ISS report specifically stated these points as follows:
The Wrong Time
The Wrong Process
The Wrong Price
Broadwood continues to urge shareholders to use the GREEN Proxy Card to vote “AGAINST” the Proposed Merger and to review its presentation, its proxy materials, and its press releases, all of which are available at www.LetSTAARShine.com.
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1 Permission to use quotes neither sought nor obtained. Emphasis added. |
About Broadwood
Broadwood Partners, L.P. is managed by Broadwood Capital, Inc. Broadwood Capital is a private investment firm based in New York City. Neal C. Bradsher is the President of Broadwood Capital.
Certain Information Concerning the Participants
Broadwood Partners, L.P., Broadwood Capital, Inc., Neal C. Bradsher, Richard T. LeBuhn, Natalie R. Capasso, Raymond A. Myers and Jason J. Martin (collectively, the “Participants”) are participants in the solicitation of proxies from the shareholders of STAAR in connection with the special meeting of shareholders scheduled for October 23, 2025 (including any adjournments, postponements, reschedulings or continuations thereof, the “Special Meeting”). The Participants have filed a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) and accompanying GREEN Proxy Card to be used in connection with any such solicitation of proxies from the Company’s shareholders for the Special Meeting. SHAREHOLDERS OF STAAR ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS HAVE FILED OR WILL FILE WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE SPECIAL MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. The Definitive Proxy Statement and accompanying GREEN Proxy Card have been furnished to some or all of STAAR’s shareholders and will be, along with other relevant documents, available at no charge on the SEC’s website at https://www.sec.gov/.
Information about the Participants and a description of their direct or indirect interests, by security holdings or otherwise, is contained on an amendment to Schedule 13D filed by the Participants with the SEC on September 26, 2025 and is available here.
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