Broadwood Partners, 30.2% Stake Holders, Opposes Alcon's STAAR Surgical Acquisition; Says Calls Price Bump "Insufficient" And Sale Process Deeply Flawed

Notes That Price Bump Is Further Evidence That the Original Sale Process Was Horribly Flawed and Failed to Maximize Shareholder Value

New Price Is Approximately Half the Price Offered by Alcon Twice in 2024; STAAR's Projections Have Not Changed Materially

Continues to Urge STAAR Shareholders to Vote "AGAINST" the Proposed Transaction

Broadwood Partners, L.P. and its affiliates (collectively, "Broadwood," "we," "us" or "our") today responded to the amended transaction terms of the proposed acquisition of STAAR Surgical Company ("STAAR" or the "Company") (NASDAQ:STAA) by Alcon Inc. ("Alcon") (NYSE:ALC).

Broadwood, which owns 30.2% of STAAR's outstanding common stock, continues to oppose the proposed sale of the Company to Alcon and issued the following statement:

"STAAR spent months trying to convince the Company's shareholders that the Board had run a proper sale process and achieved a fair buyout price from Alcon. The Board also claimed that the executives' compensation packages were reasonable and had not created a misalignment of interests with STAAR shareholders.

It is more evident than ever that none of these claims were true and that this Board has been wrong more often than it has been right.

STAAR initially defended its absurd sale process in which it shunned buyout interest from three parties and negotiated with just a single buyer with whom STAAR's Chair had a longstanding commercial relationship. The Board was later forced to acknowledge that STAAR's CEO and Chair had ignored legitimate buyout interest when this fact was disclosed – not voluntarily by STAAR, but in response to a question from one of the proxy advisory firms.

Shareholders were poised to overwhelmingly reject this ill-conceived transaction before the Board postponed the shareholder vote on the sale three times. Then, the Board begrudgingly and disingenuously attempted to band-aid its broken sale process with a performative go-shop mechanism that predictably failed to produce a superior proposal. Any sophisticated director would surely know that the belated and appended go-shop process was not designed in a manner to attract qualified bidders and proposals: interested parties were asked to sign off-market, multi-year standstills (unlike Alcon itself, which never signed a standstill); had to subject their proposed terms to Alcon's over-the-shoulder inspection and unilateral matching rights; and were given just days to engage with the Company. The Board also refused to augment its own composition to enhance its credibility with shareholders. In our view, the "fix" was as poorly conceived and executed as the initial, flawed process, and nothing announced today changes the fact that this transaction has been plagued by process issues and conflicts from the very beginning.

The Board also spent months claiming that Alcon's offer of $28 per share was the result of vigorous negotiations and represented the highest price available for the Company. And yet, Alcon has now offered an additional $150 million – but only after shareholders stepped in and demanded more consideration in response to the Board's feckless negotiations. How can shareholders have any confidence that this latest proposal from Alcon represents its best offer, especially given that Alcon offered more than twice as much per share just 14 months ago? With a properly designed competitive process, and new directors overseeing the execution of that process, Alcon finally would be faced with genuine competition. How much more might it be willing to pay then?

Finally, we have noted for months that STAAR's executives were poised to receive a massive windfall from the proposed transaction. The CEO, for example, was entitled to $24 million for just five months of work under the original terms of the transaction. We rightly worried that his personal incentives to consummate a deal were so strong that the deal process, timing and price were compromised in the interest of serving the CEO's personal pocketbook. The Board dismissed these concerns for months. But now, facing one of the worst say-on-golden-parachute-pay votes ever, the Board finally has admitted its mistake and relented on this point too.

In our view, this proposed transaction has been plagued by missteps from the very beginning. We believe the Board ran an irredeemably flawed process, at the wrong time, that resulted in a proposed sale of the Company for a manifestly inadequate price. Although the Board eventually sought to address these defects by belatedly negotiating a meager price bump, how can shareholders have any confidence that this latest offer represents the best one available given the manifold process, timing, price and incentive issues?

We do not seek – and have never sought – control of STAAR, but we are large owners and are enthusiastic about continuing to own our share of the business as it turns the corner after some self-inflicted wounds in 2024. We believe STAAR has a bright future as an independent company. In fact, if the Company achieves management's own projections, STAAR will be one of the most profitable medical technology companies in the world. Based on this fact, we believe the Company is worth substantially more than $30.75 per share.

We have no confidence in this deeply conflicted Board or the process it has overseen, nor do we believe the Board has maximized value for shareholders.

We therefore intend to vote "AGAINST" the revised transaction at the upcoming meeting, and we urge other shareholders to do the same."