LENSAR (LNSR) Proxy Filing summary

Executive summary

• A special meeting is scheduled for July 2, 2025, to vote on a proposed merger with Alcon Research, LLC, where LENSAR will become a wholly owned subsidiary of Alcon Research, LLC, and LENSAR stockholders will receive $14.00 per share in cash plus a contingent value right (CVR) of $2.75 per share if a milestone is achieved by December 31, 2027.

• The merger consideration represents a premium of 24% to the 30-day and 47% to the 90-day average closing prices prior to announcement, assuming the CVR milestone is met.

• The Board unanimously recommends voting in favor of the merger, the merger compensation proposal, and the adjournment proposal if needed to solicit additional proxies.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) adoption of the merger agreement, (2) a non-binding advisory vote on compensation for named executive officers related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority in voting power of outstanding shares and consent from the Series A Lead Investor.

• North Run Capital Partners, LP and NR-GRI Partners, LP, holding up to 45.8% of voting power, have agreed to vote in favor of the merger.

Board of directors and corporate governance

• The Board formed a transaction committee to evaluate strategic alternatives and led negotiations with Alcon and other potential bidders.

• The Board considered strategic alternatives, market conditions, and the lack of superior proposals in recommending the merger.