STAAR Surgical Company’s planned sale to Alcon AG is facing serious opposition from its largest shareholder. Broadwood Partners, which has held a 27.4% stake in STAAR for over 30 years, has taken the first formal step toward a proxy fight. The hedge fund is urging shareholders to vote against the $28-per-share merger and the related golden-parachute advisory vote.
Today, Broadwood filed a preliminary proxy statement with the SEC and said it would mail green proxy cards to shareholders ahead of a special meeting. This is a major escalation from its September 2 press release criticizing the deal. Broadwood’s filing marks the first organized campaign against the Alcon transaction.
In its statement, Broadwood claims STAAR’s board carried out an “effectively exclusive” negotiation with Alcon. The board allegedly left little or no room for other potential buyers. The hedge fund highlighted that two unnamed suitors, referred to as Party A and Party B in STAAR’s filings, reached out to a board member just before the August 4 merger agreement. They were given only hours to submit their terms, which Broadwood argues made it nearly impossible for a competing bid to emerge.
Broadwood also argued that the $28-per-share offer undervalues STAAR. The hedge fund noted that Alcon had previously offered $55 per share plus a $7 contingent value right in 2024. Broadwood calculated that the current deal values STAAR at roughly 4 times projected 2026 revenue, which is 15–20% below med-tech peers.
The hedge fund tied the timing of Alcon’s offer to STAAR’s recent rebound. STAAR recently reported lower costs and progress on China inventory issues. Additionally, a pending clinical trial comparing STAAR’s EVO ICL to LASIK could boost the company’s value if results are favorable.
Broadwood also criticized STAAR’s executive payouts in the merger. The filing noted that senior executives would receive over $55 million in accelerated equity awards, including around $24 million for CEO Stephen Farrell, who had been in the role just five months. The hedge fund called these single-trigger payments a “conflict of interest” and is urging shareholders to reject them along with the merger.
The filing goes beyond a simple “vote no” campaign. Broadwood indicated it could nominate new directors and executives to run STAAR as a standalone company if the merger is blocked. This sets up a possible proxy contest in 2026 if the hedge fund remains unhappy with STAAR’s governance.
STAAR has a “window-shop” period for other offers until September 19. After that, the termination fee owed to Alcon nearly quadruples, making a rival bid less likely. STAAR argues that the Alcon deal offers shareholders a premium exit unlikely to be matched as a standalone company. The $28 cash offer represents a 51% premium over STAAR’s August 4 closing price and a 59% premium to its 90-day average price, far above the $18.49 share price before the announcement.
Management says STAAR faces slowing growth, exposure to a weakening Chinese market, and other macroeconomic challenges that have pressured its valuation. The company claims the merger terms were “extensively negotiated” and unanimously approved by the board. They plan to engage investors on why the deal is the best option.
STAAR shareholders will vote on the merger and the golden-parachute advisory proposal at a special meeting later this fall. Broadwood’s filing sets the stage for an intense battle for shareholder support, making the Alcon acquisition less certain.