Staar Surgical Co DEFA14A Filing

FAQ

Key Financial Figures

• $28.00 — k held immediately prior to the Merger, $28.00 in cash, without interest and subject t
• $0 — receives. The Amendment also reduces to $0 the termination fee payable by STAAR to
• $43,425,000 — the amount of the termination fee (from $43,425,000 to $14,475,000) that would have been pa
• $14,475,000 — he termination fee (from $43,425,000 to $14,475,000) that would have been payable by STAAR
• $72,375,000 — uired to pay STAAR a termination fee of $72,375,000 in cash, as described in " The Merger A

Filing Documents

• d884515ddefa14a.htm (DEFA14A) — 156KB
• g884515g04v01.jpg (GRAPHIC) — 17KB
• g884515g1117083054971.jpg (GRAPHIC) — 3KB
• g884515g23h14.jpg (GRAPHIC) — 1KB
• g884515g29a62.jpg (GRAPHIC) — 2KB
• g884515g39i99.jpg (GRAPHIC) — 2KB
• g884515g42v82.jpg (GRAPHIC) — 4KB
• g884515g79t66.jpg (GRAPHIC) — 2KB
• 0001193125-25-284603.txt ( ) — 201KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 STAAR SURGICAL COMPANY (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 SUPPLEMENT DATED NOVEMBER 17, 2025, TO PROXY STATEMENT DATED SEPTEMBER 16, 2025 This document is a supplement dated November 17, 2025 ("Supplement") to the proxy statement dated September 16, 2025 and first mailed to stockholders of STAAR Surgical Company ("STAAR" or the "Company") on or about September 16, 2025. That proxy statement was supplemented by a proxy supplement dated October 13, 2025, which was filed by STAAR with the U.S. Securities and Exchange Commission (the "SEC") on a Current Report on Form 8-K on October 14, 2025, and a proxy supplement dated October 30, 2025, which was filed by STAAR with the SEC on a Current Report on Form 8-K on October 30, 2025 and first mailed to STAAR stockholders on or about October 30, 2025. That proxy statement, as so supplemented, is referred to herein as the proxy statement. INTRODUCTION AND EXPLANATORY NOTE Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the proxy statement. Except as described in this Supplement, the information provided in the proxy statement relating to the Merger Agreement and the transactions contemplated thereby continue to apply. This Supplement and the documents referred to in this Supplement should be read in conjunction with the proxy statement, the annexes and exhibits to the proxy statement and the documents referred to in the proxy statement, each of which should be read in its entirety. All page references herein are to pages in the proxy proxy statement. For clarity, new text within restated paragraphs from the proxy statement (excluding the notice of the Special Meeting) is highlighted with bold, underlined text , while deleted text is bold and stricken-through . As previously disclosed, on August 4, 2025, STAAR entered into an Agreement and Plan of Merger (as it may be amended from time to time, including by Amendment No. 1 on November 7, 2025, the "Merger Agreement") with Alcon Research, LLC, a Delaware limited liability company ("Alcon"), and Rascasse Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Alcon ("Merger Sub"), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into STAAR (the "Merger"), with STAAR surviving the Merger as a wholly owned subsidiary of Alcon. If the Merger is completed, STAAR stockholders will receive, in exchange for each share of STAAR common stock held immediately prior to the Merger, $28.00 in cash, without interest and subject to any applicable tax withholding. The STAAR Board of Directors (the "Board") has approved the Merger Agreement and has recommended that STAAR stockholders vote in favor of adopting the Merger Agreement. As disclosed by STAAR on a Current Report on Form 8-K filed on November 7, 2025, on November 7, 2025, Alcon, Merger Sub and STAAR entered into Amendment No. 1 to the Merger Agreement (the "Amendment"). The Amendment provides, among other things, for a 30-day go-shop period beginning on November 7, 2025 and continuing until 11:59 p.m., Eastern Time, on December 6, 2025 (the "go-shop period"). During the go-shop period, STAAR may solicit, facilitate and encourage (including by furnishing non-public information) any Acquisition Proposals from third parties and engage in discussions or negotiations regarding any such proposals. At the end of the go-shop period, STAAR must notify Alcon of any Acquisition Proposals received during the go-shop period that remain pending following the expiration of the go-shop period, but Alcon does not have any right to "match" any such Acquisition Proposal and STAAR is not required during the go-shop period to notify Alcon of any proposals it receives. The Amendment also reduces to $0 the termination fee payable by STAAR to Alcon in the event that STAAR terminates the Merger Agreement to accept a Superior Offer from a Qualified Bidder (as defined in the Amendment), if the Board changes its recommendation that STAAR's stockholders adopt the Merger Agreement in respect of a Superior Offer from a Qualified Bidder, and under the circumstances described in t

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