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Shares of STAAR Surgical Co. (STAA) climbed 10% on Tuesday after Alcon Inc. (ALC) announced an amended merger agreement that increases its cash offer for the company and reduces executive payouts.
The revision follows the expiration of STAAR’s “go-shop” period, during which no alternative proposals emerged after Alcon waived its matching rights and any breakup fee.
Under the revised deal, Alcon will buy all remaining STAAR shares for $30.75 each, a bump that adds about $150 million to the offer and lifts the total deal value to roughly $1.6 billion. Alcon is urging shareholders to approve the transaction at the Dec. 19 meeting, saying the acquisition should start boosting earnings by the second year and is expected to close in early 2026.
The revised price represents a 74% premium to STAAR’s 90-day volume-weighted average price (VWAP) and a 66% premium to its Aug.4 closing price.
Broadwood Partners, which holds 30.2% of STAAR’s shares, issued a response rejecting the amended agreement and accusing the board of running what it called an “irredeemably flawed” sale process.
The firm said the higher price only underscores the deficiencies in STAAR’s earlier negotiations, arguing that the board dismissed buyout interest from multiple parties and relied on a single bidder despite conflicts involving STAAR’s chair. Broadwood also criticized the belated go-shop, saying the terms made it nearly impossible for outside bidders to participate because they were asked to accept restrictive standstills under tight deadlines while Alcon retained oversight advantages.
The investor reiterated longstanding concerns about executive compensation, including a previously projected $24 million payout for the CEO, saying personal incentives compromised the integrity of the process.
In its statement, Broadwood said the latest offer does nothing to address the underlying issues and remains far below what STAAR is “worth substantially more” based on management’s own projections. It noted Alcon offered more than twice today’s price in 2024 and questioned how shareholders can trust that $30.75 is Alcon’s best and final bid.
Broadwood said it has no interest in taking control of STAAR but believes the business is poised for meaningful improvement after what it described as “self-inflicted wounds” in 2024. It argued that, if projections are met, STAAR could become one of the most profitable medical technology companies globally, making the company significantly more valuable than the proposed sale price.
On Stocktwits, retail sentiment for both STAA and ALC was ‘bullish’, with STAA seeing ‘extremely high’ message volume and ALC drawing ‘high’ volume.
One user noted, “somebody sneaky here, trying to get a better entry price, watching closely.”
Another user said they had read claims that Broadwood had a higher offer pending and that some speculation pointed to Johnson & Johnson.
So far this year, STAA is up 7% while ALC is down 6%.
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