Glass Lewis recommends STAAR shareholders vote against Alcon acquisition

Proxy advisory firm Glass Lewis has recommended that STAAR Surgical Company (NASDAQ: STAA) shareholders vote against the proposed acquisition by Alcon Inc. (NYSE: ALC), according to an announcement from activist investor Broadwood Partners.

The recommendation comes ahead of a special shareholder meeting scheduled for October 23, 2025, to vote on the merger announced August 5, 2025. Glass Lewis cited concerns about the sale process, timing, and price of the transaction.

According to Broadwood's statement, Glass Lewis found that STAAR CEO Steve Farrell and Chair Dr. Elizabeth Yeu did not disclose information about inbound acquisition interest to other board members. This information was also not disclosed to shareholders in STAAR's proxy statement, Glass Lewis noted.

The advisory firm stated that the proposed transaction comes at the wrong time, noting that STAAR's management projections indicate "clear expectations around an operational rebound" as early as 2026. Glass Lewis questioned why the deal was announced one day before second-quarter 2025 results that contained new information about the company's standalone performance.

Regarding the sale process, Glass Lewis criticized the board for not conducting a thorough market check and for giving "short shrift" to inbound expressions of interest from other parties. The firm noted that CEO Farrell could receive approximately $23.7 million in golden parachute payments, including a $6.8 million tax gross-up.

On valuation, Glass Lewis said the deal implies a next-twelve-months revenue multiple of approximately 4.56x, which falls at the 34th percentile compared to precedent healthcare equipment transactions and below both the median of 5.1x and mean of 6.2x for such deals.

Shareholders representing more than 34% of STAAR's outstanding shares have publicly opposed the transaction, including Yunqi Capital, Defender Capital, CalSTRS, and former STAAR CEO David Bailey.

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