Staar Surgical Company · NASDAQ:STAA
Staar Surgical — Proxy Contest (October 2025)
47 slides from Staar Surgical's proxy contest presentation, Oct 6, 2025
Slide 1: Alcon Merger Maximizes Value for Stockholders of STAAR Surgical
September 2025 Alcon Merger Maximizes Value for Stockholders of STAAR Surgical
Slide 2: Additional Information About the Merger and Where to Find It
Additional Information About the Merger and Where to Find It This presentation relates to the proposed transaction (the "Alcon merger") involving STAAR Surgical Company ("STAAR", "us" or "our"), Alcon Research, LLC, a Delaware limited liability company (“Alcon”), and Rascasse Merger Sub, Inc., a Del
Slide 3: Board Believes the Alcon Merger Provides Greater Value than Standalone
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS STAAR’s Board of Directors Unanimously Believes the Alcon Merger Provides Greater Value than STAAR Could Achieve on a Standalone Basis in the Foreseeable Future and is the Best Path Forward for STAAR Stoc
Slide 4: STAAR Surgical Overview
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS STAAR Surgical Overview FY20-FY25 Net Sales $ in millions $322 $350 $314 STAAR designs, develops, manufactures, and sells $284 implantable lenses for the eye and accessory $300 $260 delivery systems used
Slide 5: Executive Summary: Premium Value
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS I Executive Summary $28.00 per share all-cash consideration provides STAAR stockholders compelling, certain, and immediate cash value at a significant premium. 59% premium 51% premium to 90-Day VWAP of $1
Slide 6: Executive Summary: STAAR's Sustained Challenges
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS II Executive Summary STAAR’s Sustained Challenges 01 STAAR’s operating and financial results over the last several years have been inconsistent and impacted by challenges facing the STAAR faces sustained
Slide 7: Favorable Terms in Alcon Merger Agreement
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS III Executive Summary Favorable Terms For STAAR Stockholders Included In Alcon Merger Agreement STAAR’s Board conducted a thoughtful Allows Competing Offers “Window Shop” Provision evaluation of strategic
Slide 8: Executive Summary: Claims by Broadwood Partners
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS IV Executive Summary Claims By Broadwood Partners Claims by Broadwood Partners are flawed and misleading and reflect a “Deficient Process” “Wrong Time to Transact” STAAR’s Board conducted an extensive
Slide 9: Alcon is paying a 59% premium to the 90-day VWAP
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS Alcon is paying STAAR stockholders a 59% premium to the 90-day VWAP. Broadwood’s proposal to vote down the merger could allow Broadwood to take control without paying any premium to other stockholders.
Slide 10: Alcon Merger Provides Compelling, Certain, and Immediate Cash Value
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS The Alcon Merger Provides Compelling, Certain, and Immediate Cash Value at a Significant Premium, Particularly Given STAAR’s Lower Go-Forward Growth Profile
Slide 11: All-cash consideration of $28.00 is a compelling premium
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS All-cash Alcon merger consideration of $28.00 per share is a compelling premium across multiple measures Significant premium to STAAR stock price and significantly higher than comparable all-cash MedTech
Slide 12: Independent analysts recognize the value provided by the Alcon acquisition
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS Independent analysts recognize the value provided by the Alcon acquisition and that other interested parties are unlikely to provide a superior proposal “Our immediate thought is that this is the best pat
Slide 13: Net Sales have declined; significantly lower growth profile
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS STAAR’s Net Sales have declined over the last two years. While management is aggressively executing a plan to return to growth in 2026, the fact is that market dynamics result in a significantly lower gro
Slide 14: Long-term growth rate has declined since Alcon's October 2024 valuation
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS STAAR’s long-term growth rate has declined significantly and no longer supports Alcon's October 2024 valuation, which is one reason why Alcon withdrew its offer Growth Profile Declined Since Alcon's First
Slide 15: STAAR's Standalone Prospects Carry Meaningful Risk
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS STAAR’s Standalone Prospects Carry Meaningful Risk. The Alcon Merger Provides Value in Excess of What STAAR Believes Can Be Achieved in the Foreseeable Future
Slide 16: Net Sales concentration in China is over 50%
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS STAAR’s Net Sales concentration in China is over 50%(1), and its growth is dependent on China, where in-market sales trends and outlook are weak STAAR Net Sales Split by Geography(2) Geographic Distributi
Slide 17: Growth slowed due to China challenges and macro uncertainty
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS STAAR’s growth rate has slowed due to long-term China challenges, and macroeconomic uncertainty remains high FY20-FY25 Net Sales $ in millions $350 $322 “Consumer confidence remains “Since the pandemic, s
Slide 18: Competition is increasing and the market is rapidly evolving
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS While STAAR has successfully navigated the competitive landscape in the past, competition is increasing and the market is rapidly evolving Global Competition Persists New Entrants in China Rapidly Evolvin
Slide 19: Limited product offering with nearly all Net Sales from EVO ICLs
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS STAAR has a limited product offering, with nearly all of its Net Sales from EVO and EVO+ ICLs, which creates a heightened risk profile for STAAR ICL Net Sales Since Launch (2014) $350 $ in millions $319 $
Slide 20: Competition in China expected to drive pricing pressure and VBP
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS Increasing competition in China is expected to drive downward pricing pressure and could lead to the introduction of volume-based procurement, which will be difficult to navigate with STAAR’s limited prod
Slide 21: TAM for myopia is large, refractive procedures remain small
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS While the TAM for myopia is large, the number of refractive surgery procedures remains small The incidence of myopia is growing, but eyeglasses 2.2b and contact lenses are the primary treatment Potential
Slide 22: STAAR has not penetrated beyond high myopia patients
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS In the 10+ years since the launch of EVO ICLs, STAAR has not been able to penetrate the market beyond high myopia patients A Diopter is a Unit Of Measurement of the Refractive Power of a Lens While EVO IC
Slide 23: STAAR competes with large, well resourced, global companies
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS STAAR competes with large, well resourced, global companies that offer numerous treatment options for myopia ($ in billions) Select Competitive Players ’24A Net Sales $0.3 $28 $5(1) $10 $5 $2 $4 $5 Optome
Slide 24: Steps taken to mitigate short-term tariff risk in China
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS STAAR has taken steps to mitigate short-term tariff risk in China, but medium and longer-term risk remain significant Although STAAR’s consignment inventory has “See fairly low impact from the geopolitica
Slide 25: Independent analysts recognize the challenges facing STAAR
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS Independent analysts recognize the challenges facing STAAR “We sympathize with STAA, as it is forced to navigate a “STAA shares have faced pressure over the last several quarters challenging environment,
Slide 26: Board Conducted a Thoughtful Evaluation of Strategic Alternatives
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS STAAR’s Independent and Experienced Board Conducted a Thoughtful Evaluation of Strategic Alternatives and Negotiated Favorable Terms that Maximize Value for STAAR Stockholders
Slide 27: Negotiations overseen by independent and experienced board
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS Negotiations overseen by STAAR’s independent and experienced board Elizabeth Yeu, MD Stephen C. Farrell Chair of the Board; Chair, Nominating and Governance Committee; Chief Executive Officer since 2025;
Slide 28: Board and management took aggressive actions to prevent stock price erosion
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS STAAR’s Board and management have taken aggressive actions to prevent further stock price erosion and create value, however fundamental challenges remain Headwinds create downside risk for the standalone
Slide 29: Board's decision to respond to Alcon's outreach
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS Board’s decision to respond to Alcon’s outreach was based on good governance and thoughtful evaluation of available options to maximize value With new CEO, CFO, and realigned management The Board and its
Slide 30: Merger terms aggressively negotiated to protect premium value
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS Merger agreement terms were aggressively negotiated by STAAR’s Board to protect premium value in hand while allowing for a post-signing market check The favorable agreement terms reflect the Favorable Ter
Slide 31: No competing proposals since takeover media reports
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS Since the media reports of takeover interest in STAAR over 14 months ago – and since the merger announcement – STAAR has not received any competing proposals Given the publicity regarding an acquisition a
Slide 32: Merger will accelerate ICL adoption by more surgeons and patients
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS The Alcon merger is not only the best path forward for STAAR stockholders, but will also accelerate ICL adoption by more surgeons and patients STAAR ALCON $ in millions “As a significantly larger company,
Slide 33: Claims By Broadwood Partners are Flawed and Misleading
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS Claims By Broadwood Partners are Flawed and Misleading and Reflect a Misunderstanding of STAAR’s Standalone Challenges, Value, and Potential Buyer Interest in STAAR
Slide 34: Claims by Broadwood are flawed and misleading
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS Claims by Broadwood are flawed and misleading and reflect a misunderstanding of STAAR’s standalone challenges, value, and potential buyer interest in STAAR Broadwood Partners is asking stockholders Clai
Slide 35: Board conducted an extensive review; no competing proposals received
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS A STAAR's Board conducted an extensive review that considered standalone prospects, the industry landscape, and potential buyers. No competing proposals have been received. Broadwood Has an Unrealistic Vi
Slide 36: Party A and Party B emailed only vague communications
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS A “Party A” and “Party B” emailed only vague communications, NOT proposals. Neither submitted a proposal even after follow-up from STAAR’s CEO “Party A” and “Party B” Emailed Only Vague Communications B
Slide 37: 2Q25 results did not reflect a change in Net Sales trends
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS B STAAR’s 2Q25 results reflected progress addressing transitory challenges, but did not reflect a change in Net Sales trends or profitability Broadwood Claims 2Q YoY Financial Performance ($ in millions
Slide 38: No pending study that would be market moving news
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS B There is no pending study that would be "market moving news" or a "significant value creation event” IIT Results Demonstrate that Both EVO + ICL and LASIK are Good Options for Patients Broadwood Claim
Slide 39: Broadwood's valuation analysis is flawed
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS C Broadwood’s valuation analysis is flawed because the financial performance of its selected peer set is not comparable to STAAR given STAAR’s lower growth profile Broadwood's Claimed Value is Not Support
Slide 40: Alcon withdrew its earlier offer after diligence
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS C Broadwood’s claim that Alcon previously offered to pay much more for STAAR ignores the fact that Alcon withdrew its offer after diligence of underlying sales and demand concerns Growth Profile Declined
Slide 41: Net Sales projections signal China challenges are not transitory
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS C STAAR’s Net Sales for 2024 and projections for 2025 and 2026 signal that STAAR’s challenges in China are not transitory Broadwood Claims Declining China Net Sales 2023A-2026E ($ in millions) “… STAAR’
Slide 42: STAAR's compensation program is customary and aligned
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS D Contrary to Broadwood’s claim, STAAR’s compensation program is customary and aligned with stockholders’ interests PSU Payout at 160% of Target Based on Assessment Broadwood Claims of Projected Perform
Slide 43: Independent Board is focused on the best interests of all stockholders
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS D Contrary to Broadwood’s claim, STAAR’s independent Board is focused on serving the best interests of all stockholders Broadwood Claims STAAR’s Independent Board Conducted an Extensive Review “The Chai
Slide 44: Broadwood supported the Board but turned against it
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS Broadwood supported the Board and acknowledged its “understanding of shareholder alignment and deep understanding of the global medical device industry,” but quickly turned against the Board when it made
Slide 45: Broadwood's views are not shared by all stockholders
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS Based on private conversations with stockholders, STAAR knows that Broadwood’s views are not shared by all STAAR stockholders Market is confident that the transaction will close 2nd Largest Active STAAR S
Slide 46: Alcon is paying a 59% premium to the 90-day VWAP
EXECUTIVE SUMMARY | PREMIUM VALUE | STANDALONE RISKS | THOUGHTFUL EVALUATION | BROADWOOD CLAIMS Alcon is paying STAAR stockholders a 59% premium to the 90-day VWAP. Broadwood’s proposal to vote down the merger could allow Broadwood to take control without paying any premium to other stockholders.
Slide 47: Board Unanimously Believes the Alcon Merger Provides Greater Value
STAAR’s Board Unanimously Believes the Alcon Merger Provides Greater Value than STAAR Could Achieve on a Standalone Basis in the Foreseeable Future and is the Best Path Forward for STAAR Stockholders. STAAR Stockholders are Encouraged to Reject the Flawed and Misleading Claims of Broadwood Partners
STAAR Surgical Company — Proxy Contest (October 2025) on 6ix