STAAR Surgical announced that it has amended its merger agreement with Alcon to add a 30‑day go‑shop period, remove the termination fee that would have been payable to Alcon if STAAR accepted a superior offer, and waive Alcon’s matching rights and information rights during the go‑shop. Alcon also agreed to engage with STAAR shareholders to gauge support for the transaction.
The amendment follows the August 5 announcement of a $28‑per‑share cash offer for STAAR. The board’s decision to add a go‑shop period reflects growing shareholder opposition and a desire to maximize value. By allowing STAAR to solicit third‑party proposals for 30 days—through December 6—STAAR can pursue a higher valuation if another bidder emerges. The removal of the termination fee signals Alcon’s confidence in the current offer and its willingness to forgo a potential payout if a better bid is found.
STAAR’s recent financial performance underscores the urgency of the go‑shop. In Q3 2025, the company reported net sales of $94.7 million, up 7 % from $88.6 million a year earlier, and a net income of $8.9 million versus $10.0 million YoY. In contrast, Q2 2025 net sales fell 55 % to $44.3 million from $99.0 million in Q2 2024, driven by weak demand in China. CEO Stephen Farrell noted that fluctuating demand in China has created headwinds, prompting the board to seek a more favorable outcome for shareholders.
Alcon’s strategic rationale for the acquisition is to broaden its portfolio in the growing high‑myopia market and to complement its existing laser vision‑correction business. STAAR’s challenges—particularly inventory and demand issues in China—have pressured its earnings, making a higher valuation attractive to shareholders. The go‑shop period therefore serves as a mechanism to potentially secure a better price while Alcon remains committed to the transaction.
The special meeting of STAAR shareholders to vote on the merger has been postponed from December 3 to December 19, giving investors additional time to review the amended terms and consider alternative offers. The board’s intent to maximize shareholder value is evident in both the go‑shop provision and the extended voting window.
In summary, the amendment to the merger agreement introduces significant flexibility for STAAR to pursue a higher valuation, reflects shareholder pressure, and aligns with Alcon’s strategic objectives. The go‑shop period and the postponed shareholder meeting are key next steps that will shape the final outcome of the transaction.
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