STAAR Surgical Company (STAA) Proxy Filing summary

Executive summary

• Amended merger agreement with Alcon offers $30.75 per share in cash, a 74% premium to the 90-day average and 66% premium to the August 4, 2025 closing price.

• Independent analysts and proxy advisory firm ISS endorse the Alcon transaction as attractive and fair for shareholders.

• The transaction values the company at approximately $1.6 billion, with a ~4.5x forward EV/Sales multiple, in line with industry peers.

• No competing bids emerged during the go-shop period, reinforcing the attractiveness of the Alcon offer.

• Special Meeting of Stockholders scheduled for December 19, 2025, to vote on the merger.

Voting matters and shareholder proposals

• Shareholders are urged to vote “FOR” the Alcon merger using the WHITE proxy card.

• Only stockholders of record as of October 24, 2025, are eligible to vote at the Special Meeting.

• ISS recommends voting in favor, citing improved terms and reduced downside risks.

Board of directors and corporate governance

• The board unanimously recommends approval of the Alcon merger to protect shareholder value.

• Directors, executive officers, and certain employees may be considered participants in the proxy solicitation.