Staar Surgical Company · NASDAQ:STAA

Staar Surgical — Merger or Acquisition (December 2025)

24 slides from Staar Surgical's merger presentation, Dec 9, 2025

  1. Slide 1: Alcon Announces Amended Merger Agreement with STAAR Surgical

    Alcon Announces Amended Merger Agreement with STAAR Surgical · Agreement follows discussions with STAAR stockholders and the closure of STAAR’s “go-shop” period · New terms include an increase in acquisition price and reductions in payments to executives · Alcon urges STAAR stockholders to vote in f

  2. Slide 2: Alcon's Perspective on STAAR Acquisition December 2025

    Alcon’s Perspective on STAAR Acquisition December 2025

  3. Slide 3: Disclaimer

    2 Disclaimer Additional Information About the Merger and Where to Find It This presentation relates to the proposed transaction involving STAAR. In connection with the proposed transaction, STAAR has filed relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including STA

  4. Slide 4: Summary

    3 Summary 1. Alcon estimates 2. STAAR Investor Presentation, March 2024; Growth estimate based on 2023 actual and $525m (midpoint of $500-550m guidance for 2026) 3. STAAR Management Presentation: Alcon Merger Maximizes Value for Stockholders of STAAR Surgical – September 2025. STAAR Press Release De

  5. Slide 5: Current valuation reflects reality

    4 Current valuation reflects reality Activist stockholders are engineering a silent takeover Activist stockholders are engineering a silent takeover Merger is best option for stockholders Merger is best option for stockholders

  6. Slide 6: Downward correction in valuation reflected in Alcon's offer and the market

    5 Downward correction in valuation, rebasing off STAAR’s underlying performance, is reflected in both Alcon’s offer and the market … 213 270 319 525 562 601 643 688 2021 22 23 338 24e 25e 26e 27f 28f 29f 30f +18% 1. STAAR Management Presentation: Alcon Merger Maximizes Value for Stockholders of STAA

  7. Slide 7: Market correctly re-valued the company before Alcon's offer

    6 $0 $10 $20 $30 $40 $50 $60 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec … and the market correctly re-valued the company with minimal volatility in the 90 days preceding Alcon’s offer1 Media outlets publish articles indicating potential Alcon acqu

  8. Slide 8: China growth projections have corrected to a lower reality

    7 China growth projections have corrected to reflect an underlying reality that’s dramatically lower than previously forecasted 107 148 186 2021 22 23 24e 25e 26e ~205 ~246 ~295 +17% 107 148 186 161 91 160 2021 22 23 24 25e 26e -5% 1. STAAR Press Release, dated Feb 26, 2024, titled STAAR Surgical Re

  9. Slide 9: Headwinds in China are structural and not transitory (1 of 3)

    8 Headwinds in China are structural and not transitory (1 of 3) Independent forecasts from expert sources indicate refractive procedures in China are in a slowdown with modest future growth prospects IQVIA Refractive Procedures in China1 Procedures, 000s 1. IQVIA 2. Market Scope 2025 Global Refracti

  10. Slide 10: Headwinds in China are structural and not transitory (2 of 3)

    9 Headwinds in China are structural and not transitory (2 of 3) Consumer confidence hasn’t meaningfully improved since bottoming out in 2022 65 130 2020 2022 2024 2026 100 China Composite Consumer Confidence Index1 1. Federal Reserve Economic Data, Federal Reserve Bank of St. Louis; Mid-year update:

  11. Slide 11: Headwinds in China are structural and not transitory (3 of 3)

    10 Headwinds in China are structural and not transitory (3 of 3)1 Competition in China is quickly increasing in what was historically a 1-player market China-focused Ex-China Product(s) LOONG CRYSTAL PRL VISION PRO MPL ARTISAN EYECRYL IPCL v2.0 China Approval NMPA approval in 2025 NMPA approval in 2

  12. Slide 12: Scaling globally outside China has been a challenge for STAAR

    11 Scaling globally outside China has been (and will likely remain) a challenge for STAAR … Partnering with a strategic is the only viable path to accessing profitable growth1 1. Alcon estimates 2. From STAAR Sep 2025 “Alcon Merger Maximizes Value for Stockholders of STAAR Surgical” showing -9.8D av

  13. Slide 13: Cost-cutting more likely to stall sales growth than accelerate it

    12 … and recent cost-cutting activities are more likely to stall sales growth than to accelerate it 1. Forbes, 02 Feb 2024, Shannon Power, https://www.forbes.com/councils/forbesfinancecouncil/2024/02/02/you-cant-cost-cut-your-way-to-growth/ 2. STAAR Q2 2025 Earnings Call, August 2025 23.6 2Q24 21.0

  14. Slide 14: STAAR's Q3'25 performance shows no sign a corner is being turned

    13 STAAR’s Q3’25 performance does not provide any indication that a corner is being turned1 89 69 Net Sales -22% Q3’24 Q3’25 STAAR Q3 YoY Financial Performance, $m 1 1. Q3’25 results exclude revenue associated with the previously disclosed Dec 2024 ICL shipment that was recognized Q3’25 2. STAAR Man

  15. Slide 15: Activist stockholders are engineering a silent takeover

    14 Current valuation reflects reality Current valuation reflects reality Activist stockholders are engineering a silent takeover Merger is best option for stockholders Merger is best option for stockholders

  16. Slide 16: Activist stockholders are engineering a silent takeover of STAAR without paying any premium

    15 Activist stockholders are engineering a silent takeover of STAAR without paying any premium1 1. Alcon estimates 2. S&P CapitalIQ: Broadwood Capital, Inc.| Activist Profile 3. As shown in Schedule 13D/A filed with the SEC on November 21, 2025 Broadwood is a serial activist investor with 10+ activi

  17. Slide 17: Broadwood Capital's history as an activist leads to underwhelming returns

    16 Broadwood Capital’s history as an activist leads to underwhelming returns1 – potentially explaining its desire to rebase STAAR Company Investment duration (years) TSR2 relative to S&P500 STAAR 21.1 (105%) Lineage / BioTime 21.6 (815%) Comarco 11.3 Company Liquidated IMDX / Oncocyte 9.8 (395%) Ast

  18. Slide 18: Merger is best option for stockholders

    17 Current valuation reflects reality Current valuation reflects reality Activist stockholders are engineering a silent takeover Activist stockholders are engineering a silent takeover Merger is best option for stockholders

  19. Slide 19: Proposed Alcon transaction represents an attractive premium across multiple measures

    18 Proposed Alcon transaction represents an attractive premium across multiple measures ALC Offer 90-Day VWAP1 $30.75 $18 ALC Offer Median Comp Transaction3 66% 26% ALC Offer Median Sellside Target2 $30.75 $19 74% premium to 90- Day VWAP 62% premium to Median Price Target 2.5x Median Premium Paid So

  20. Slide 20: Proposed Alcon transaction is at the high end of comparable ophthalmology transactions

    19 Proposed Alcon transaction is at the high end of comparable ophthalmology transactions 4.9 6.0 3.5 3.7 3.9 6.3 Target Acquirer Date AV ($Bn) AV / LTM Sales Fwd Sales Growth Dec ‘23 Jul ‘21 Apr ‘19 Sep ‘16 Jul ‘16 1.1 0.3 0.5 4.3 0.5 4.9x 6.0x 3.5x 3.7x 3.9x Average 4.3x 10%+ 15%+ 10%+ ~5% ~8% Tra

  21. Slide 21: Proposed merger supported by independent analyst community

    20 Proposed merger supported by expert independent analyst community covering the Company

  22. Slide 22: Alcon is confident that no higher offer exists

    21 Alcon is confident that no higher offer exists The STAAR Board of Directors adopted a 30 day “go-shop” period (expired early December) to confirm market for company and no alternative buyer emerged ▪ Given the niche nature of ICLs, the high concentration of sales in China, and the long-term headw

  23. Slide 23: Proposed Alcon transaction is in the best interest of STAAR and its stockholders

    22 1. Alcon estimates STAAR doesn't have the scale or resources to be a profitable, high-growth standalone company Business fundamentals have materially changed since Alcon's initial offer in October 2024 and the adjustment in value is appropriate given true product demand – the market made that adj

  24. Slide 24: Alcon

    Alcon SEE BRI

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