Alcon
(NYSE: ALC)
announced today that it entered into an amended merger agreement for its planned acquisition of Staar Surgical (Nasdaq:STAA).
The companies amended their agreement after the “go-shop” period for the deal, which allowed other potential bidders to come in for Staar, expired on Dec. 6. Following that expiration and the amendment to the deal, the companies expect the acquisition to close in early 2026.
In August, Alcon announced that it agreed to acquire Staar in a deal with an equity value of approximately $1.5 billion. With the acquisition, Alcon would bring in the Staar family of Evo Implantable Collamer lenses (ICLs). These lenses offer vision correction for patients with moderate-to-high myopia (nearsightedness), with or without astigmatism.
However, Broadwood Partners, Staar’s largest shareholder, quickly came out in opposition to the deal. Broadwood owns 30.2% of Staar’s outstanding common shares and has been the company’s largest shareholder since 2007. The shareholders have continued to vocally oppose the acquisition throughout the window shop period that expired in September and now the go-shop window that expired last week. Broadwood labeled the go-shop period as “performative” and believes the deal fails to reflect the value of Staar Surgical.
Alcon claims it took its case for the merger’s value directly to Staar stockholders over the last several weeks. It believes the company doesn’t have the scale or resources to remain profitable and high-growth as a standalone company. Alcon believes it can maximize the value of Staar’s product and says the alternative for the company’s stockholders, should this deal fall through, is a silent takeover by activist investors “with no premium and a highly uncertain future.”
What the amended Alcon-Staar deal means going forward
Under the amended agreement, Alcon intends to purchase all outstanding shares of Staar for $30.75 apiece in cash. This marks an increase on the original purchase price of $28 per share. It means the equity value touted by Alcon for the overall acquisition rises from $1.5 billion to approximately $1.6 billion.
Altogether, it would mark a 74% premium to Staar’s 90-day volume-weighted average price (VWAP) and a 66% premium to its closing price on Aug. 4, 2025, before the acquisition was announced.
Alcon intends to finance the deal through short- and long-term credit facilities. Its board of directors, along with Staar, have approved the amended agreement. Staar’s board recommended that its stockholders do the same.
“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,” said David Endicott, CEO of Alcon. “This best and final offer to the Staar stockholders offers a clear choice: a substantial and certain premium versus an uncertain future tied to a dissident activist with a dubious track record.”
