STAAR Surgical Shareholders Reject Alcon Merger
STAAR Surgical Shareholders Reject Alcon Merger after investors declined Alcon's amended $30.75 bid, cutting takeover risk and prompting trader rebalancing
KEY TAKEAWAYS
- Shareholders rejected the Alcon merger at a special meeting and STAAR plans to terminate the amended agreement.
- Alcon had increased its bid to $30.75 per share from $28, leaving a valuation gap many holders rejected.
- Broadwood Partners, a 30.2% holder, led the opposition and had sought removal of directors over valuation.
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STAAR Surgical (Nasdaq: STAA) shareholders rejected the Alcon merger at a special meeting on Jan. 6, 2026. STAAR said it intends to terminate the amended agreement and will continue as an independent public company while filing certified vote results.
Vote Outcome and Termination
STAAR announced preliminary results at 8:47 a.m. ET showing insufficient votes to approve the Alcon takeover bid. The company plans to file final certified results in a Form 8-K. Management outlined priorities including profitable sales growth, operational efficiencies, and an expanded global rollout of the EVO ICL product. Later that evening at 8:00 p.m. ET, Alcon terminated the amended agreement. Neither party will owe a termination fee.
Deal Terms, Opposition, and Next Steps
The merger was announced on Aug. 5, 2025, at $28.00 per share, valuing STAAR at about $1.5 billion and representing a 59% premium to the 90-day volume-weighted average price (VWAP) as of Aug. 4, 2025. On Dec. 10, 2025, the offer was amended to $30.75 per share, raising the equity value to roughly $1.6 billion and increasing the premium to about 74% over the 90-day VWAP and 66% over the Aug. 4 close. The shareholder vote had been delayed four times before the Jan. 6 ballot.
Broadwood Partners, L.P., which holds a 30.2% stake, led opposition to the deal on valuation grounds. The activist investor had previously sought to replace three directors, including the CEO. With the vote failure, STAAR will remain a standalone public company. CEO Stephen Farrell said management will focus on profitable sales growth, operational efficiencies, and expanding the EVO ICL worldwide. STAAR will report final vote results in an upcoming regulatory filing.
