STAAR Surgical opens go-shop window amid shareholder revolt over Alcon deal

Investing.com -- The controversial merger between STAAR Surgical Company (NASDAQ:STAA) and Alcon AG (NYSE:ALC) is taking on a new form, as the implantable lens maker agreed to revise its merger agreement and actively solicit rival offers amid mounting shareholder backlash.

In an announcement Friday, STAAR said it will open a 30-day “go-shop” period running through December 6, allowing its financial advisor to proactively reach out to potential buyers and invite alternative proposals. The company also postponed its special shareholder meeting for the third time to December 19 to provide time for any third-party bids to materialize.

Under the amended terms, Alcon has waived all matching rights and information privileges, meaning STAAR can explore competing bids without disclosing details to Alcon. The company also agreed that no termination fee will be payable if STAAR accepts a superior offer from a qualified bidder.

CEO Stephen Farrell said the updated provisions “encourage all potential buyers to come forward” and will “either produce a superior proposal or validate the merits of our proposed merger with Alcon.”

The move comes after months of escalating tension between STAAR, Alcon, and some of the company’s largest shareholders, led by Broadwood Partners and Yunqi Capital, both of which have urged investors to reject the $28-per-share all-cash offer.

A consistent theme in the opposing parties’ argument is that three potential buyers had approached STAAR earlier this year but weren’t given enough time to submit formal proposals. The new go-shop could provide the first real opportunity for negotiations with these parties, as well as with other prospective bidders.

Party A was described in STAAR’s filings as a “private equity firm with economic interests in a portfolio company in China.” Party B has been described as a healthcare investment platform in STAAR’s proxy materials. Party C, a privately held company, contacted STAAR back in April 2025 to explore “a potential business combination."

Critics, including Broadwood and Yunqi, have argued that STAAR’s board failed to conduct a robust sale process before agreeing to the Alcon deal, an argument that helped galvanize opposition ahead of the shareholder vote.

As of late October, roughly 72% of outstanding shares had voted against the merger ahead of the originally scheduled October 23 meeting, with only about 18% in favor, according to prior reporting by Investing.com.

All three major proxy advisory firms, ISS, Glass Lewis, and Egan-Jones, have also recommended a “no” vote, citing concerns over valuation, process, and potential conflicts of interest, echoing Broadwood, Yunqi, and other opposing investors’ arguments.

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Alcon’s decision to waive its protections and allow a full go-shop follows a heated exchange of public statements earlier this week. Broadwood accused Alcon of “fallacious attacks” and lambasted STAAR’s board for approving a recent investor presentation from Alcon, in which the buyer warned that Broadwood’s campaign risked “disenfranchising” other shareholders and criticized its activist record.

Despite the procedural changes, Alcon has so far refused to raise its $28 offer, which STAAR had privately asked to be increased last month, according to the company’s supplemental proxy materials. The new go-shop window may buy the board time to calm investor opposition, though it remains to be seen whether any higher bids will emerge.

“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 merger proposal,” Farrell added, suggesting that Alcon may be testing the waters with investors before deciding whether to improve its $28-per-share bid.

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