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Broadwood Partners said today that it intends to vote against the proposed acquisition of Staar Surgical (Nasdaq:STAA) by Alcon
(NYSE: ALC)
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In August, Alcon announced that it agreed to acquire Staar in a deal with an equity value of approximately $1.5 billion. With the acquisition, Alcon would bring in the Staar family of Evo Implantable Collamer lenses (ICLs). These lenses offer vision correction for patients with moderate-to-high myopia (nearsightedness), with or without astigmatism.
However, Broadwood Partners, Staar’s largest shareholder, now says it opposes the deal. Broadwood owns 27.3% of Staar’s outstanding common shares and has been the company’s largest shareholder since 2007. In a news release, Broadwood said it has provided capital to the company on numerous occasions, too.
“Broadwood continues to believe in the superiority of STAAR’s proprietary technology, its large global growth potential, and its ability to again become a highly profitable company,” the investment firm said in a statement.
Why Broadwood opposes the Alcon – Staar Surgical deal
The firm said that, after reviewing the preliminary merger proxy statement filed by Staar last Friday, and evaluating the history of negotiations disclosed in the deal’s preliminary proxy, it believes the transaction “suffers from multiple process and valuation deficiencies.”
Broadwood expressed disappointment in choices made by Staar’s board under the influence of current advisors. It believes the company failed to pursue an adequate sale process. Additionally, Broadwood said its demand for books and records has not resulted in the production of any documents after 24 days.
According to Broadwood, Alcon originally offered $55 per share and a $7 contingent value right for Staar in 2024. That price registers high above the accepted offer ($28 per share) last month. Alcon withdrew its original offer shortly before Staar reported inventory management challenges, the firm said. Staar addressed those challenges, Broadwood said, and now the firm cites concerns that stockholders are “being asked to accept inferior terms” as a result.
Other issues for Broadwood include the lack of a “meaningful market check.” The firm said two additional parties expressed interest in a potential transaction, but claims neither received sufficient time to submit a proposal. Alternatives could have led to the acquisition of Staar at a higher value or other options.
Broadwood also said the deal closing before the release of Staar’s second-quarter financial results led to a price for Alcon that failed to reflect the company’s improved fundamentals. It says Alcon “swooped in at a low price” after backing away from its original offer due to issues Staar eventually amended.
“Given time, Broadwood believes that STAAR could have quickly returned to significant revenue growth and substantial profitability, and then conducted a robust sale process—the likely result of which would have been either a much higher bid from Alcon or success in pursuing any of a number of other paths that would realize higher shareholder value.
Broadwood also claims clinical trial results impacted the deal
Finally, the firm says soon-to-be-published clinical trial results influenced Alcon’s plans with Staar. According to Broadwood, the trial compares Alcon’s Lasik platform with the Staar Evo ICL.
When announcing the deal, Alcon referred to Evo ICL as a product for moderate and high myopes. Broadwood claims that Staar and shareholders viewed an opportunity for a market shift away from Lasik, toward Evo.
The firm cites “a clear misalignment in vision” between Alcon and the Staar shareholders. It expressed concerns over the timing of the deal, claiming Alcon may have made its play in view of the expected study publication.
“Broadwood’s serious concerns about the fairness and integrity of the sales process, in addition to the insufficient merger consideration, lead us to believe that the acquisition is not in the best interest of Staar’s shareholders,” the firm concluded. “Accordingly, Broadwood intends to vote against the acquisition and asks the Board to immediately reconsider its recommendation thereof.”
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