Alcon Research, LLC entered into a definitive merger agreement to acquire STAAR Surgical Company (NasdaqGM:STAA) from a group of shareholders for $1.6 billion on August 4, 2025. The transaction represents a total equity value of approximately $1.5 billion. A cash consideration valued at $28 per share will be paid by Alcon Inc. The merger consideration had been revised to $30.75 per share on December 9,2025. Alcon intends to finance the transaction through the issuance of short- and long-term credit facilities. STAAR will be required to make a payment to Alcon equal to $43.4 million if the Merger Agreement is terminated because Alcon has terminated the Merger Agreement because the Board has changed its recommendation in favor of the Merger; provided that the termination fee will be reduced to $14.5 million if the change in recommendation occurs in response to a superior proposal received from a third party who provided an acquisition proposal during the 45-day ?window shop? period following the date of the Merger Agreement that constitutes or could reasonably be expected to lead to a superior proposal. Alcon will be required to make a payment to the Company equal to $72.4 million if the Merger Agreement is terminated by either the STAAR or Alcon in certain circumstances related to the failure to receive certain required regulatory approvals. The ?window shop? period expired at 11:59 p.m., EST, on September 19, 2025, and no competing acquisition proposal was received despite Broadwood Partners? active exploration of alternative buyers over the past 45 days.

The transaction is subject to approval by regulatory board / committee and anti trust regulation, approval of merger agreement by target board, approval of offer by acquirer board and approval of offer by target shareholders. The deal has been unanimously approved by the board of STAAR Surgical Company and Alcon. The expected completion of the transaction is in approximately six to 12 months. The transaction is expected to be accretive to earnings in year two. As of October 15, 2025 Institutional Shareholder Services Inc has recommended that the shareholders of STAAR Surgical Company to vote against to proposed acquisition by Alcon Inc. As on October 23, 2025, STAAR and Alcon have agreed to adjourn STAAR?s Special Meeting of Stockholders scheduled for October 23, 2025 to November 6, 2025. As of October 27, 2025, STAAR?s Special Meeting of Stockholders in connection with STAAR?s merger agreement with Alcon (the ?Special Meeting?), which was previously adjourned until November 6, 2025 at 8:30 a.m. Pacific Time, has been postponed until December 3, 2025 at 8:30 a.m. Pacific Time. The new record date for the Special Meeting is the close of business on October 24, 2025. Stockholders who hold shares as of the record date will be eligible to vote at the postponed Special Meeting on December 3, 2025, and STAAR will be providing a notice of the meeting and other materials to such stockholders in advance of the meeting date. As of November 7, 2025, STAAR postponed the Special Meeting of Stockholders to vote on the Alcon merger proposal until after the go-shop period has expired. The Special Meeting was previously scheduled to be held on December 3, 2025, at 8:30 a.m. Pacific Time. STAAR has postponed the Special Meeting to December 19, 2025, at 8:30 a.m. Pacific Time. As on December 6, 2025, go-shop period have been expired. As on December 19, 2025, STAAR Surgical Special Meeting of Stockholders has been adjourned to January 6, 2026. As of January 6, 2026 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. 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.?

Morgan Stanley & Co. LLC acted as financial advisor and Branden C. Berns, Evan D?Amico and George Sampas of Gibson, Dunn & Crutcher LLP acted as legal advisor to Alcon Research, LLC. Citigroup Global Markets Inc. acted as financial advisor and Karessa L. Cain, Christina C. Ma, Adam J. Shapiro, Erica E. Aho, Emily D. Johnson and Deborah L. Paul of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors to STAAR Surgical Company. Innisfree M&A Incorporated acted as a Information agent to STAAR Surgical. Equiniti Trust Company, LLC acted as a Transfer agent to STAAR Surgical.

Alcon Research, LLC cancelled the acquisition of STAAR Surgical Company (NasdaqGM:STAA) from a group of shareholders on January 6, 2026.