Staar Surgical (Nasdaq:STAA) announced today that the 45-day “window shop” period for its merger with Alcon (NYSE: ALC) expired.
This period expired at the end of the day on Friday, Sept. 19. The company saw no competing acquisition proposal, despite efforts to find a new buyer from Staar’s largest shareholder.
In August, Alcon announced that it agreed to acquire Staar, a maker of implantable collamer lenses (ICLs) in a deal with an equity value of approximately $1.5 billion. However, earlier this month, Broadwood Partners, Staar’s largest shareholder, issued a statement saying that it opposes the deal. Broadwood cited several reasons for its opposition, including claims that the company failed to pursue an adequate sale process.
Staar now says that Broadwood engaged in an active exploration of alternative buyers over the 45-day window. Despite this search, no new buyers stepped forward, enabling Alcon and Staar to clear one hurdle on the way to potentially completing the deal.
The “window shop” provision enabled Staar to accept a competing acquisition proposal and terminate the Alcon deal. However, they can move forward with the $28 per share, all-cash deal. Broadwood asked stockholders to forfeit the all-cash, premium value provided by the Alcon merger agreement and instead underwrite the significant risks inherent in Staar as a standalone company, the company said. It claims that, if the transaction fails to receive approval, stockholders would be exposed to “significant value destruction.”
“The expiration of the ‘window shop’ period with no competing acquisition proposal reinforces the board’s conclusion that the Alcon merger maximizes value for Staar stockholders,” said Stephen Farrell, CEO. “In an effort to derail the Alcon merger, Broadwood Partners has repeatedly claimed that other parties are interested and capable of making a proposal. However, the bompany has not received any competing proposal since media reports of takeover interest in Staar first surfaced in July 2024, nor since the Alcon merger agreement was announced.
“Broadwood has provided significant input on the composition of the Staar board and management team, including recommending three of the Board’s current six members and voting for all of Staar’s directors at Staar’s 2025 Annual Meeting. The board extensively considered Broadwood’s opposition to the Alcon merger agreement as well as its fiduciary responsibility to all stockholders, including Broadwood, before unanimously approving the Alcon agreement. Collectively, the Board and management team understand the market risks, trends, and opportunities better than Broadwood, and Broadwood’s opposition to the transaction is unfounded.”
