Alcon Announces Amended Merger Agreement With STAAR Surgical

Alcon has amended its merger agreement to acquire STAAR Surgical, increasing its offer to $30.75 per share following stockholder discussions and the expiration of STAAR's go-shop period. The revised terms add approximately $150 million in equity value and aim to secure stockholder support ahead of the December 19, 2025 vote.

Revised Agreement Follows Go-Shop Period With No Competing Offers

The amended merger agreement comes after STAAR Surgical’s unrestricted go-shop period, which ran through December 6, 2025, produced no superior proposals. Alcon had waived both its matching rights and break-up fee to encourage alternative bids, but none emerged.

During this period, Alcon directly engaged STAAR stockholders, emphasizing:

• STAAR’s limited scale to operate as a profitable standalone company

• Alcon’s ability to maximize the global reach of EVO ICL™ technology

• Risks associated with potential activist-driven takeover scenarios that provide no acquisition premium

Key Financial Terms: Purchase Price Increased to $30.75 Per Share

The amended terms raise the acquisition price to $30.75 per share in cash, representing:

• ~$150 million in additional equity value

• ~$1.6 billion total equity value

• 74% premium to STAAR’s 90-day VWAP

• 66% premium to STAAR’s closing share price on August 4, 2025

Alcon plans to finance the deal through a combination of short- and long-term credit facilities.

Leadership Perspectives and Strategic Rationale

Alcon CEO David Endicott emphasized the significance of the amended offer:

“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,”

He continued:

“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.”

Both Boards have approved the revised agreement:

“The Boards of Directors of Alcon and STAAR have approved the amended merger agreement, and the STAAR Board of Directors has recommended that STAAR stockholders approve the transaction.”

Expected Timeline and Regulatory Considerations

The acquisition is expected to close in early 2026, pending:

• STAAR stockholder approval

• Regulatory clearances

• Standard closing conditions

Alcon expects the transaction to become accretive to earnings in year two post-closing.

Conclusion

Alcon’s enhanced offer underscores its commitment to integrating STAAR’s phakic IOL leadership into a broader global platform. The amended terms aim to deliver greater value to stockholders while strengthening the refractive surgery landscape.