STAAR Surgical Company

SITUATION BRIEF

STAAR / Alcon merger process and termination

STAAR agreed to a cash acquisition by Alcon at $28.00 per share, later disclosed a go-shop amendment and increased consideration to $30.75. On January 6, 2026, STAAR said the required stockholder vote had not been obtained and that it intended to terminate the merger agreement.

Documented facts

Buyer / counterparty

Alcon Research, LLC [1]

Consideration

$30.75 per share in cash after an increase from $28.00 [1]

Key conditions

Stockholder approval was not obtained; STAAR announced its intent to terminate the merger agreement. [1]

EX-99.1 source excerpt

Exhibit 99.1 Alcon Agrees to Acquire STAAR Surgical • STAAR Surgical is a leader in refractive surgery using Implantable Collamer Lenses, offering solutions for moderate to high myopes • Acquisition of STAAR is complementary to Alcon’s laser vision correction business and is expected to be accretive in year two • Alcon to purchase all outstanding shares of STAAR for $28 per share in cash, valuing STAAR at approximately $1.5 billion in equity value Ad Hoc Announcement Pursuant to Art. 53 LR GENEVA and LAKE FOREST, CA, Aug 5, 2025 – Alcon (SIX/NYSE: ALC), the global leader in eye care dedicated to helping people see brilliantly, and STAAR Surgical Company (NASDAQ: STAA), the manufacturer of the Implantable Collamer® Lens (ICL), today announced the companies have entered into a definitive merger agreement through which Alcon intends to acquire STAAR. The acquisition includes the EVO family of lenses (EVO ICL™) for vision correction for patients with moderate to high myopia (nearsightedness), with or without astigmatism. Under the terms of the agreement, Alcon will purchase all outstanding shares of STAAR common stock for $28 per share in cash, which represents approximately a 59% premium to STAAR’s 90-day Volume Weighted Average Price (VWAP) and a 51% premium to the closing price of STAAR common stock on August 4, 2025. The transaction represents a total equity value of approximately $1.5 billion. “With the number of high myopes rising globally, the acquisition of STAAR enhances our ability to offer a leading surgical vision correction solution for those who are not ideal candidates for other refractive surgeries such as LASIK,” said David Endicott, CEO of Alcon. “This transaction will allow us to provide treatment options across the full spectrum of myopia—from contact lenses to surgical interventions—reinforcing our commitment to addressing the most significant needs in eye care.” An estimated 50% of the world will be myopic by 2050 and today nearly 500 million people are considered high myopes.1 1 With its innovative design, the EVO family of ICLs are implantable lenses that address a wide range of vision correction needs, including myopia with and without astigmatism, through a minimally invasive procedure that is reversible. The EVO family of ICLs are implanted between the iris (the colored part of the eye) and the natural crystalline lens during a procedure that does not remove corneal tissue. “We believe the transaction with Alcon represents [1]

EX-99.1 source excerpt

Exhibit 99.1 STAAR Surgical Announces Amendments to Alcon Merger Agreement 30-Day Go-Shop Period to Actively Solicit Other Third-Party Proposals No Termination Fee Payable to Alcon if STAAR Terminates Merger Agreement to Accept a Superior Proposal from a Qualified Bidder Alcon Waives All Matching Rights for Third-Party Proposals Alcon Waives Information Rights During the Go Shop Period Alcon to Engage with STAAR Stockholders to Solicit Support in Favor of the Merger Proposal STAAR Special Meeting of Stockholders Postponed to December 19, 2025 to Provide Time for Third-Party Proposals LAKE FOREST, Calif, November 7, 2025 – STAAR Surgical Company (NASDAQ: STAA), the global leader in phakic IOLs with the EVO family of Implantable Collamer® Lenses (EVO ICL™) for vision correction, today announced that the Company has agreed with Alcon Inc. (SIX/NYSE: ALC) to amend their merger agreement to allow proactive solicitation by STAAR of third-party proposals to maximize value for all STAAR stockholders. The amended agreement includes: • A new 30-day go-shop period: The new go-shop period enables STAAR to proactively solicit third-party proposals through December 6, 2025, while also protecting the offer that Alcon has agreed to provide under the merger agreement. During the go-shop period, STAAR and its financial advisor plan to contact parties to invite interest in an alternative transaction to the Alcon merger. STAAR welcomes proposals from any interested party, even if not contacted by STAAR or its advisor. • No matching rights for third-party proposals: Alcon has agreed to give up any matching rights should a superior proposal be made during the go-shop period. • Limited information rights: Until the end of the go-shop period, STAAR is not required to notify Alcon regarding any bids it receives, further fostering a fair and open go-shop process. • No termination fee payable by STAAR: STAAR is not required to pay a termination fee to Alcon if STAAR terminates the amended merger agreement to accept a superior proposal from a qualified bidder or if Alcon terminates because the STAAR board changes its recommendation with respect to a superior proposal from a qualified bidder, which further incentivizes any interested third party to submit a proposal. Stephen Farrell, CEO of STAAR, said, “The STAAR Board continues to be committed to maximizing stockholder value. This go-shop has provisions that encourage all potential buyers to come forward to provide th [2]

Item 1.01 source excerpt

Item 1.01. Entry into a Material Definitive Agreement. On December 9, 2025, STAAR Surgical Company (the “Company”) entered into Amendment No. 2 (the “Amendment”) to the Agreement and Plan of Merger, dated August 4, 2025 (as amended, the “Amended Merger Agreement”), with Alcon Research, LLC (“Alcon”) and Rascasse Merger Sub, Inc. (“Merger Sub”). The Amendment, among other things, increases the consideration to be paid to the holders of shares of common stock, par value $0.01 per share, of the Company (“Company common stock”), if the merger of Merger Sub and the Company contemplated by the Amended Merger Agreement (the “Merger”), is consummated, to $30.75 per share of Company common stock in cash, without interest, subject to withholding taxes (the “Merger Consideration”), from $28.00 per share of Company common stock, in cash, without interest, subject to withholding taxes. In addition, the Amendment (i) provides that each restricted stock unit award of the Company that was awarded prior to August 4, 2025 or that is held by a director, and each performance-based restricted stock unit award of the Company (“Company PSU Award”), will be converted into a restricted stock unit award of Alcon Inc. in respect of a number of ordinary shares, nominal value CHF 0.04 per share, of Alcon Inc. (“Alcon shares”) calculated based on the value of the Merger Consideration relative to the trading price of Alcon shares prior to the closing of the Merger, with Company PSU Award performance deemed to be earned at 100% of target, and otherwise generally subject to the same terms and conditions (except that director awards will become vested at the closing of the Merger); and (ii) eliminates any 280G gross-ups and related tax indemnification arrangements to be entered into by the Company in connection with the Merger. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.1 to this report and is incorporated herein by reference. A copy of the Amendment has been included to provide investors with information regarding its terms and is not intended to provide any factual information about the Company, Alcon or Merger Sub. [3]

EX-99.1 source excerpt

Exhibit 99.1 STAAR Surgical Announces Preliminary Results of Special Meeting of Stockholders STAAR Intends to Terminate Alcon Merger Agreement LAKE FOREST, CA, January 6, 2026 – STAAR Surgical Company (NASDAQ: STAA) (“STAAR”), the global leader in phakic IOLs with the EVO family of Implantable Collamer® Lenses (EVO ICL™) for vision correction, announced that based on preliminary estimates by STAAR’s proxy solicitor, STAAR did not receive the necessary stockholder votes to approve the merger agreement with Alcon at the Special Meeting of Stockholders held today. STAAR intends to terminate its merger agreement with Alcon. No termination fee will be payable by either party, and STAAR will remain a standalone, publicly traded company and continue to trade on Nasdaq under the ticker symbol “STAA.” Stephen Farrell, CEO of STAAR, said, “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.” Mr. Farrell continued, “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 final certified results from the Special Meeting will be reported in a Form 8-K filed by STAAR with the U.S. Securities and Exchange Commission. About STAAR Surgical STAAR Surgical (NASDAQ: STAA) is the global leader in implantable phakic intraocular lenses, a vision correction solution that reduces or eliminates the need for glasses or contact lenses. Since 1982, STAAR has been dedicated solely to ophthalmic surgery, and for 30 years, STAAR has been designing, developing, manufacturing, and marketing advanced Implantable Collamer® Lenses (ICLs), using its proprietary biocompatible Collamer material. STAAR ICLs are clinically-proven to deliver safe long-term vision correction without removing corneal tissue or the eye’s natural crystalline lens. Its EVO ICL™ product line provides visual freedom through a quick, minimally invasive procedur [4]

DEVELOPMENT HISTORY

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EVIDENCE LIBRARY

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