STAAR Surgical defends merger process amid activist criticism

STAAR Surgical Company (NASDAQ: STAA) responded to criticism from activist investors regarding its go-shop process for the pending merger with Alcon (SIX/NYSE: ALC), according to a company statement.

The company addressed allegations from Broadwood Partners and Yunqi Capital that STAAR management attempted to prevent a potential buyer from making an offer during the 30-day go-shop period. STAAR identified FountainVest as the party referenced by the activists as a "credible buyer."

According to STAAR, FountainVest contacted the company on day 21 of the 30-day go-shop process on November 27, 2025. STAAR's CEO responded the following day and connected FountainVest with the company's advisors at Citi. On day 23, Citi provided FountainVest with a standard nondisclosure agreement that included a standstill provision.

FountainVest did not return the draft NDA for five days, sending its markup shortly before midnight on day 28 of the process with the standstill provision deleted. STAAR responded within 24 hours on day 29 with a revised NDA accepting the deletion, but FountainVest declined to execute the agreement.

The go-shop period expired at 11:59 p.m. Eastern Time on December 6, 2025, with no proposals received. Of the 21 third parties contacted during the go-shop process, only two requested and signed NDAs.

STAAR CEO Stephen Farrell stated that the company continues to have confidence in its long-term growth ability but acknowledged struggles with procedure volume growth in China over recent years. "The softness that we experienced in Q2 and Q3 has continued so far in Q4," Farrell said.

The company is encouraging stockholders to accept Alcon's revised all-cash offer of $30.75 per share, representing a 74% premium to the 90-day volume weighted average price. A special meeting of stockholders is scheduled for December 19, 2025.

You May Also Be Interested In