UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTICE OF EXEMPT SOLICITATION
Submitted Pursuant to Rule 14a-6(g)
(Amendment No. _)
| 1. |
Name of the Registrant: |
STAAR SURGICAL CO
| 2. |
Name of Person Relying on Exemption: |
Yunqi Capital Limited
| 3. |
Address of Person Relying on Exemption: |
Unit 3703, 37/F, AIA Tower, 183 Electric Road, North Point,
Hong Kong
| 4. |
Written Materials. The following written material is attached hereto: |
Press release, dated December 17, 2025, attached hereto
as Exhibit 1.
* * *
Written material is submitted pursuant to Rule 14a-6(g)(1) promulgated
under the Securities Exchange Act of 1934, as amended. This is not a solicitation of authority to vote any proxy. Yunqi Capital Limited
(together with its affiliates, “Yunqi Capital”) is not asking for your proxy card and will not accept proxy cards if sent.
The cost of this filing is being borne entirely by Yunqi Capital.
PLEASE NOTE: Yunqi Capital is not asking for your proxy card and
cannot accept your proxy card. Please DO NOT send us your proxy card.
(Written material follows on next page)
Exhibit
1
Yunqi Capital Comments on Proxy Advisors’
Updated Recommendations, Urges Shareholders to Continue to Back the Company’s Standalone Trajectory
HONG KONG, December 17, 2025 – Yunqi Capital Limited (together
with its affiliates and the funds it advises, “Yunqi Capital”), an investment management firm and 5.1% shareholder of STAAR
Surgical Company (“STAAR” or the “Company”) (NASDAQ: STAA), today released the following letter to STAAR shareholders
in response to the updated reports of Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass
Lewis”) regarding the proposed acquisition of STAAR by Alcon Inc. (“Alcon”) (SIX/NYSE: ALC).
The text of the letter is as follows:
December 17, 2025
Dear Fellow STAAR Shareholders:
Following our review of the updated reports of the proxy advisory services
ISS and Glass Lewis, Yunqi Capital remains opposed to STAAR’s proposed merger with Alcon, even at the revised offer price of $30.75.
We agree with the continued, strong recommendation of Glass Lewis
against the merger, as well as with the extensive rationale for Glass Lewis’s opposition set forth in its most recently updated
report. While we disagree with ISS’s recent decision to change its recommendation in favor of the proposed transaction, we underscore
that ISS also observed that “it would not necessarily be unreasonable for a shareholder to remain opposed to this transaction.”1
Recent events indicate shareholder value will be maximized if the Company
terminates the current agreement and initiates a normal strategic alternatives review in the future.
When first announcing the conclusion of the go-shop period in a press
release, STAAR did not inform shareholders about the appearance, during the go-shop period, of a well-known, credible potential buyer
with the capital, industry expertise, buyout experience, and interest to acquire STAAR at a higher price. We are not taking issue with
whether STAAR should have disclosed this in its first press release; we are simply highlighting that the third party emerged.
| 1 | Permission to use quotes was neither sought nor obtained. |
STAAR then updated shareholders about the appearance of this new third
party after questions were raised by other stockholders. When finally acknowledging the appearance of this third party in a second, follow-up
press release, STAAR claimed that the potential buyer did not contact STAAR until the beginning of the third week of the go-shop period.
STAAR related this claim as if it should be taken to undercut the credibility and meaningfulness of the third party’s outreach.
But STAAR’s confirmation of the third-party outreach illustrates
the insufficiency of STAAR’s go-shop process.
STAAR had told shareholders in its first press release following the
go-shop period, that it had solicited acquisition proposals from a “wide range of potentially interested third parties,” yet
it missed a well-known and credible party, which also happens to have extensive experience and presence in Asia. STAAR then chose to name
this third party in the same follow-up press release, in an unconventional manner. That appears to have chased away the third party, at
least for the time being.
While the Company states that it engaged with 21 third parties, we
believe there are far more than 21 potentially interested strategic and financial parties globally. We suspect that this third party and
others like it will continue to be in the market in the future.
The Prospects for the Business Are Strong, in Spite of Leadership
Changes that May Come
We were encouraged to see that ISS expressed well-founded skepticism
about STAAR management’s pessimistic outlook for the future of the business. ISS stated that “shareholders continue to have
a reason to question whether the board’s messaging about downside risk from an operational perspective is completely credible.”
We disagree with ISS on its primary basis for its change in recommendation.
In reaching its conclusion, ISS focused on a concern that, if shareholders reject the transaction, “shareholders would need to be
concerned about next steps for STAA,” since “shareholders cannot rely on the incumbent leadership team.”
Our view is that while leadership changes may follow a failed merger
vote, the fundamentals of STAAR’s business remain firmly intact. In the near term, STAAR shareholders require continuity of operations
and stewardship of the business while the Board recalibrates leadership at the senior level. The core drivers of STAAR’s value—its
proprietary ICL technology, established global distribution infrastructure, and deep penetration in key growth markets—are unchanged.
Moreover, the relevant economic data and market indicators underpinning the Company’s valuation point to solid and accelerating
demand for ICL procedures, reinforcing our view that STAAR’s standalone prospects remain strong and continue to improve.
We also view positively STAAR management’s recent comments regarding,
in their words, “downward” sales trends in China during the fourth quarter of 2025. Sales trends in the last quarter were
already materially better than our expectations. Looking ahead, STAAR China is scheduled to launch the differentiated EVO ICL V5 product
line in January 2026. In advance of this launch, we would expect distributors to reduce existing inventories in order to mitigate obsolescence
risk and free up capital to support purchases of the new product, which would be priced at an approximately 30-70% premium to the existing
line of ICLs, according to our on-the-ground research. This increase in blended average selling price provides an exciting sales driver
for 2026 and is under-appreciated by the market.
This momentum in STAAR’s business should not be transferred to
Alcon at substantially less than fair value simply because the Company may undertake leadership changes following this failed process.
Alcon shareholders should not receive the benefit of this upside in place of STAAR’s long-term and loyal shareholders who understand
this business and appreciate its value.
We will continue to vote our shares against the amended merger agreement,
and we urge all shareholders to do the same and to continue to have confidence in the standalone prospects for STAAR.
Sincerely,
Christopher M. Wang
Founder and Chief Investment Officer
Yunqi Capital Limited
About Yunqi Capital
Yunqi Capital is a Hong Kong headquartered investment manager with
over US$250 million in assets under management. The firm deploys a fundamental long-short equity strategy, with a concentrated portfolio,
that is primarily invested in the equity securities of companies with a significant China connection. Yunqi Capital is led by CIO Chris
Wang, an experienced portfolio manager with a strong track record of generating attractive returns on capital, controlling portfolio risk
and managing investment teams.
Disclaimers
THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY. DO NOT
SEND US YOUR PROXY CARD OR OTHER VOTING INSTRUCTION FORM. YUNQI CAPITAL IS NOT ASKING FOR YOUR PROXY AND WILL NOT ACCEPT PROXY CARDS IF
SENT. YUNQI CAPITAL IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.
This press release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities described herein in any state to any person. This press release does not recommend the purchase
or sale of a security. There is no assurance or guarantee with respect to the prices at which any securities of the Company will trade,
and such securities may not trade at prices that may be implied herein. In addition, this press release and the discussions and opinions
herein are for general information only, and are not intended to provide investment advice.
The information contained or referenced herein is for information purposes
only in order to provide the views of Yunqi Capital and the matters which Yunqi Capital believes to be of concern to stockholders described
herein. The information is not tailored to specific investment objectives, the financial situations, suitability, or particular need of
any specific person(s) who may receive the information, and should not be taken as advice in considering the merits of any investment
decision. The views expressed herein represent the views and opinions of Yunqi Capital, whose opinions may change at any time and which
are based on analyses of Yunqi Capital and its advisors. In addition, the information contained herein is being publicly disclosed without
prejudice and shall not be construed to prejudice any of Yunqi Capital’s rights, demands, grounds and/or remedies under any contract
and/or law.
This press release contains forward-looking statements. Forward-looking
statements are statements that are not historical facts and may include projections and estimates and their underlying assumptions, statements
regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product
development and potential, and statements regarding future performance. Forward-looking statements are generally identified by the words
“expects”, “anticipates”, “believes”, “in our view”, “from our perspective”,
“intends”, “estimates”, “plans”, “will be”, “would” and similar expressions.
Although Yunqi Capital believes that the expectations reflected in forward-looking statements contained herein are reasonable, investors
are cautioned that forward-looking information and statements are subject to various risks and uncertainties—many of which are difficult
to predict and are generally beyond the control of Yunqi Capital or the Company—that could cause actual results and developments
to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. In addition,
the foregoing considerations and any other publicly stated risks and uncertainties should be read in conjunction with the risks and cautionary
statements discussed or identified in the Company’s public filings with the U.S. Securities and Exchange Commission, including those
listed under “Risk Factors” in annual reports on Form 10-K and quarterly reports on Form 10-Q and those related to the pending
transaction involving the Company. The forward-looking statements speak only as of the date hereof and, other than as required by applicable
law, Yunqi Capital does not undertake any obligation to update or revise any forward-looking information or statements. Certain information
included in this material is based on data obtained from sources considered to be reliable. Any analyses provided to assist the recipient
of this material in evaluating the matters described herein may be based on subjective assessments and assumptions and may use one among
alternative methodologies that produce different results. Accordingly, any analyses should not be viewed as factual and should not be
relied upon as an accurate prediction of future results. All figures are unaudited estimates and, unless required by law, are subject
to revision without notice.
Funds and investment vehicles (collectively, the “Yunqi Funds”)
managed or advised by Yunqi Capital currently beneficially own shares of the Company. The Yunqi Funds are in the business of trading (i.e.,
buying and selling) securities and intend to continue trading in the securities of the Company. You should assume the Yunqi Funds will
from time to time sell all or a portion of their holdings of the Company in open market transactions or otherwise, buy additional shares
(in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls, swaps or other derivative instruments
relating to such shares. Consequently, Yunqi Capital’s beneficial ownership of shares of, and/or economic interest in, the Company
may vary over time depending on various factors, with or without regard to Yunqi Capital’s views of the pending transaction or the
Company’s business, prospects, or valuations (including the market price of the Company shares), including, without limitation,
other investment opportunities available to Yunqi Capital, concentration of positions in the portfolios managed by Yunqi Capital, conditions
in the securities markets, and general economic and industry conditions. Without limiting the generality of the foregoing, in the event
of a change in the Company’s share price on or following the date hereof, the Yunqi Funds may buy additional shares or sell all
or a portion of their holdings of the Company (including, in each case, by trading in options, puts, calls, swaps, or other derivative
instruments). Yunqi Capital also reserves the right to change the opinions expressed herein and its intentions with respect to its investments
in the Company, and to take any actions with respect to its investments in the Company as it may deem appropriate, and disclaims any obligation
to notify the market or any other party of any such changes or actions, except as required by law.
Contact
Chris Wang
cwang@yunqipath.com
About Yunqi Capital
Yunqi Capital is a Hong Kong headquartered investment manager with
over US$250 million in assets under management. The firm deploys a fundamental long-short equity strategy, with a concentrated portfolio,
that is primarily invested in the equity securities of companies with a significant China connection. Yunqi Capital is led by CIO Chris
Wang, an experienced portfolio manager with a strong track record of generating attractive returns on capital, controlling portfolio risk
and managing investment teams.
Disclaimers
THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY. DO NOT
SEND US YOUR PROXY CARD OR OTHER VOTING INSTRUCTION FORM. YUNQI CAPITAL IS NOT ASKING FOR YOUR PROXY AND WILL NOT ACCEPT PROXY CARDS IF
SENT. YUNQI CAPITAL IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.
This press release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities described herein in any state to any person. This press release does not recommend the purchase
or sale of a security. There is no assurance or guarantee with respect to the prices at which any securities of the Company will trade,
and such securities may not trade at prices that may be implied herein. In addition, this press release and the discussions and opinions
herein are for general information only, and are not intended to provide investment advice.
The information contained or referenced herein is for information purposes
only in order to provide the views of Yunqi Capital and the matters which Yunqi Capital believes to be of concern to stockholders described
herein. The information is not tailored to specific investment objectives, the financial situations, suitability, or particular need of
any specific person(s) who may receive the information, and should not be taken as advice in considering the merits of any investment
decision. The views expressed herein represent the views and opinions of Yunqi Capital, whose opinions may change at any time and which
are based on analyses of Yunqi Capital and its advisors. In addition, the information contained herein is being publicly disclosed without
prejudice and shall not be construed to prejudice any of Yunqi Capital’s rights, demands, grounds and/or remedies under any contract
and/or law. This press release contains forward-looking statements. Forward-looking statements are statements that are not historical
facts and may include projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and
expectations with respect to future financial results, events, operations, services, product development and potential, and statements
regarding future performance. Forward-looking statements are generally identified by the words “expects”, “anticipates”,
“believes”, “in our view”, “from our perspective”, “intends”, “estimates”,
“plans”, “will be”, “would” and similar expressions. Although Yunqi Capital believes that the expectations
reflected in forward-looking statements contained herein are reasonable, investors are cautioned that forward-looking information and
statements are subject to various risks and uncertainties—many of which are difficult to predict and are generally beyond the control
of Yunqi Capital or the Company—that could cause actual results and developments to differ materially from those expressed in, or
implied or projected by, the forward-looking information and statements. In addition, the foregoing considerations and any other publicly
stated risks and uncertainties should be read in conjunction with the risks and cautionary statements discussed or identified in the Company’s
public filings with the U.S. Securities and Exchange Commission, including those listed under “Risk Factors” in annual reports
on Form 10-K and quarterly reports on Form 10-Q and those related to the pending transaction involving the Company. The forward-looking
statements speak only as of the date hereof and, other than as required by applicable law, Yunqi Capital does not undertake any obligation
to update or revise any forward-looking information or statements. Certain information included in this material is based on data obtained
from sources considered to be reliable. Any analyses provided to assist the recipient of this material in evaluating the matters described
herein may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results.
Accordingly, any analyses should not be viewed as factual and should not be relied upon as an accurate prediction of future results. All
figures are unaudited estimates and, unless required by law, are subject to revision without notice.
Funds and investment vehicles (collectively, the “Yunqi Funds”)
managed or advised by Yunqi Capital currently beneficially own shares of the Company. The Yunqi Funds are in the business of trading (i.e.,
buying and selling) securities and intend to continue trading in the securities of the Company. You should assume the Yunqi Funds will
from time to time sell all or a portion of their holdings of the Company in open market transactions or otherwise, buy additional shares
(in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls, swaps or other derivative instruments
relating to such shares. Consequently, Yunqi Capital’s beneficial ownership of shares of, and/or economic interest in, the Company
may vary over time depending on various factors, with or without regard to Yunqi Capital’s views of the pending transaction or the
Company’s business, prospects, or valuations (including the market price of the Company shares), including, without limitation,
other investment opportunities available to Yunqi Capital, concentration of positions in the portfolios managed by Yunqi Capital, conditions
in the securities markets, and general economic and industry conditions. Without limiting the generality of the foregoing, in the event
of a change in the Company’s share price on or following the date hereof, the Yunqi Funds may buy additional shares or sell all
or a portion of their holdings of the Company (including, in each case, by trading in options, puts, calls, swaps, or other derivative
instruments). Yunqi Capital also reserves the right to change the opinions expressed herein and its intentions with respect to its investments
in the Company, and to take any actions with respect to its investments in the Company as it may deem appropriate, and disclaims any obligation
to notify the market or any other party of any such changes or actions, except as required by law.
Contact
Chris Wang
cwang@yunqipath.com
