Alcon forces fourth delay of STAAR Surgical shareholder vote on $1.6 billion takeover

Alcon Inc. has forced a fourth delay in a hotly contested shareholder vote on its $1.6 billion cash takeover of STAAR Surgical Co., underscoring how uncertain support for the deal remains after months of opposition from the eye implant maker’s largest investor and several proxy advisers.

Fourth postponement pushes vote to Jan. 6

STAAR said its special meeting of stockholders, most recently scheduled for Dec. 19, 2025, has been adjourned to Jan. 6, 2026, at 8:30 a.m. Eastern time. The company disclosed that Alcon, the Swiss-based eye care giant seeking to buy STAAR, exercised a contractual right under the merger agreement to require the adjournment.

The delay, announced on Dec. 19, follows three prior postponements of the vote originally slated for Oct. 23. It extends a high-stakes fight that has pitted STAAR’s board, which unanimously backs the deal, against a bloc of long-term shareholders led by Broadwood Partners, which holds roughly 30% of the company and is urging investors to vote no.

The outcome will determine whether one of the last major independent makers of implantable lenses for vision correction disappears into a global eye care conglomerate, and it is emerging as a test of the leverage large shareholders and proxy advisers can wield when they oppose a board-endorsed sale.

Deal terms and rationale

STAAR, based in Lake Forest, California, agreed on Aug. 5, 2025, to be acquired by Alcon in an all-cash deal initially valued at about $1.5 billion, or $28 a share. The boards of both companies unanimously approved the merger, which would make STAAR a wholly owned subsidiary of Alcon.

At the time, STAAR and Alcon emphasized that the price represented a 51% premium to STAAR’s closing stock price on Aug. 4 and a 59% premium to the company’s 90-day volume-weighted average price. STAAR’s board told investors the offer was attractive given a deterioration in recent performance, including a decline in sales tied to inventory and demand issues in China.

“The Alcon transaction delivers significant, immediate and certain value to our stockholders in the face of considerable challenges and risks as an independent company,” STAAR’s board said in a September letter recommending shareholders vote for the merger.

Under pressure from investors who called the price too low, STAAR later ran a 30-day go-shop process in November. The company said it contacted 21 potential buyers after Alcon waived certain deal protections, but no firm alternative offer emerged.

On Dec. 9, Alcon and STAAR amended their agreement, raising the purchase price to $30.75 per share in cash, or roughly $1.6 billion in equity value. The new terms increased the premium to about 66% over STAAR’s pre-deal share price and 74% over its 90-day trading average. Alcon also agreed to reduce some change-of-control compensation for STAAR executives, which had drawn criticism from shareholders and proxy firms.

Alcon Chief Executive David Endicott called the revised agreement the company’s “best and final offer” and said it reflected both additional value for shareholders and the risk of leaving STAAR independent under its current leadership.

“The amended transaction provides tremendous value to STAAR stockholders, while providing an exciting opportunity for Alcon to broaden the access to STAAR’s leading technology to benefit patients around the world,” Endicott said when the new terms were announced.

Broadwood’s campaign to block the sale

For Broadwood Partners, STAAR’s largest shareholder, the higher price did little to settle the dispute.

Broadwood, which says it has invested in STAAR for more than three decades and now owns about 30.2% of the stock, has waged an unusually public campaign to block the sale. The firm argues the company’s problems are temporary and that its implantable lens technology and growth prospects justify a much higher valuation.

“This proposed transaction comes at the wrong time, following the wrong process, and at the wrong price,” Broadwood President Neal Bradsher said in an October statement.

Broadwood has pointed to STAAR’s internal projections, which reportedly forecast revenue rising from about $260 million in 2025 to nearly $500 million by 2030, and to historical trading multiples that were higher than those implied by Alcon’s bid. The firm has also highlighted what it describes as a nonbinding Alcon approach in October 2024 at $55 a share plus a $7 contingent value right, made before STAAR disclosed the full extent of its China-related issues. Alcon ultimately walked away from that earlier idea, and those discussions did not lead to a signed agreement.

Beyond price, Broadwood and other critics say the sale process was flawed. They allege STAAR’s leadership engaged in a single-bidder negotiation with Alcon, that certain inbound expressions of interest from other parties were not promptly surfaced to the full board, and that the late-stage go-shop was structurally tilted in favor of Alcon despite the formal waiver of some protections.

The firm has also focused on executive pay. Broadwood has estimated that STAAR’s named executive officers stand to receive roughly $55 million in change-of-control compensation if the deal closes, including about $24 million for Chief Executive Stephen Farrell, who was appointed in 2025. It argues those payouts created powerful incentives to favor a sale.

In a December statement responding to a report by proxy adviser Institutional Shareholder Services, Bradsher said, “It is a sad day when the best argument for agreeing to the sale of a company is that the leadership team and board are so unreliable and lacking in credibility that shareholders cannot count on strong execution or proper stewardship in the future.”

STAAR has defended both the transaction and the process, saying its board ran a rigorous review over several months with the help of independent financial and legal advisers. The company has said no higher bid emerged during the go-shop, even after Alcon temporarily waived matching rights and reduced termination fees in certain circumstances.

Several other investors have aligned with Broadwood’s position, including Yunqi Capital, which holds about 5.1% of STAAR, and Defender Capital, with roughly 1.5%. The California State Teachers’ Retirement System and some former STAAR executives have also publicly opposed the sale.

Proxy advisers split after price increase

The proxy advisory community has added another layer of complexity. At the original $28 per share price, all three major firms — ISS, Glass Lewis and Egan-Jones — recommended that shareholders vote against the merger.

After the price was raised to $30.75, that front fractured. Glass Lewis and Egan-Jones reaffirmed their opposition, arguing that the revised terms still did not adequately reflect STAAR’s long-term value and that the sale process remained problematic. Glass Lewis said it did not see “persuasive cause for investors to endorse the revised Alcon arrangement.”

ISS, however, shifted to what it described as “cautionary support” for the amended deal. In its updated report, the firm acknowledged ongoing concerns about the transaction process and questions about the board’s credibility, but said some shareholders could reasonably decide that accepting the higher cash offer was preferable to assuming the risks of a turnaround under current leadership. Broadwood has criticized that change in stance as inconsistent with ISS’s own factual findings.

What happens next

The Jan. 6 special meeting will be held virtually. Only shareholders of record as of the close of business on Oct. 24, 2025, are entitled to vote at the reconvened session or any further adjournments. The merger requires approval by a majority of STAAR’s outstanding shares, not just those present and voting, magnifying the influence of Broadwood’s block and any abstentions.

Regulators so far have not moved to block the acquisition. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on Sept. 29, 2025, without the U.S. Federal Trade Commission or Department of Justice seeking to extend or challenge the deal. Alcon has said it expects remaining customary regulatory approvals and shareholder consent to allow closing in early 2026, subject to the vote.

Strategic stakes in myopia correction

Strategically, Alcon has cast the acquisition as a way to round out its portfolio across the spectrum of myopia correction. The company is already a major player in cataract surgery systems, intraocular lenses, laser vision correction platforms and contact lenses. STAAR’s EVO implantable collamer lenses, used as an alternative to procedures such as LASIK, would add a leading surgical option for patients with moderate to high myopia, particularly those who are not ideal candidates for corneal laser surgery.

“With the number of high myopes rising globally, the acquisition of STAAR enhances our ability to offer a leading surgical vision correction solution for those who are not ideal candidates for other refractive surgeries such as LASIK,” Endicott said when the original deal was announced.

Global health researchers project that roughly half the world’s population could be myopic by 2050. That backdrop has made cutting-edge refractive technologies a strategic priority for large eye care companies — and has sharpened questions about how consolidation will affect competition, innovation and access.

If STAAR shareholders approve the merger in January, the company will become part of a much larger group with deeper commercial and research resources. If they vote it down, STAAR is likely to face immediate investor scrutiny over its strategy, leadership and performance, and the stock could come under pressure, analysts have warned.

For now, the repeated postponements mean investors will wait at least a few more weeks to see whether a nearly yearlong campaign over price, process and control of a small but strategically important eye technology company ends in a sale — or in a rare defeat for a major acquirer and the board that backed it.