Staar Surgical (Nasdaq:STAA) announced today that preliminary estimates suggest that it failed to receive stockholder approval for its planned merger with Alcon
(NYSE: ALC)
.
The company’s proxy solicitor delivered the preliminary estimates, throwing yet another wrench into the maligned attempted merger — one of the biggest deals put on the table in 2025.
As a result of the announcement, STAA shares slipped nearly 17% to $19.92 apiece in early-morning trading. ALC shares ticked up 1.1% to $81.54 apiece.
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 a subsequent go-shop window.
Last month, the companies amended their merger agreement with eyes on pushing the deal through. However, that looks unlikely now, as Staar said in a news release that it intends to terminate its merger agreement. Neither party owes a termination fee and Staar expects to remain a standalone, publicly traded company.
Commentary from Staar Surgical CEO Stephen Farrell
“The board approved the Alcon agreement because we determined that it was in the best interests of Staar stockholders. We respect the outcome of the vote and look forward to working collaboratively with shareholders to ensure the best possible outcome for Staar as a stand-alone company.
“We remain committed to maximizing stockholder value and realizing the full potential of Staar’s innovative technology. Staar has a dedicated and loyal team that will compete successfully, and our Evo ICL technology is best in class. In the short term, we will continue to prioritize profitable sales growth while we drive efficiencies through our distribution network. Our Evo ICL technology should be used more extensively worldwide, and it is our mission to achieve that objective.”
The analysts’ reaction
BTIG analysts Ryan Zimmerman and Iseult McMahon say Alcon could still submit another tender offer for Staar. However, they believe the Swiss medtech giant will more likely move on from the deal.
For Staar’s future, the analysts say investors highlighted their intent to bring changes to the company’s board and management. The analysts expect this to happen, but it could also hamper Staar’s operations for a period of time.
“It could be short-lived, but it could also be prolonged,” the analysts said. “It’s difficult to say at this point. Part of how [Staar] emerges from this period depends on what existing or new management will want to do with the company but also the health of its broader end-markets (i.e. will the Chinese economy improve).”
The analysts say Staar’s stock price dip indicates that shares are unlikely to see much investment until investors see more clarity. They don’t expect any “meaningful operational improvements given all the noise.”
