LENSAR (LNSR) Proxy Filing summary

Executive summary

• A special meeting will be held to vote on a proposed merger where shareholders 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 is with Alcon Research, LLC, with LENSAR becoming a wholly owned subsidiary.

• The merger consideration represents a premium of 24% (with CVR) or 4% (without CVR) over the 30-day average price before announcement.

• The Board unanimously recommends voting in favor of the merger, the compensation proposal, and the adjournment proposal.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) the potential adjournment of the meeting to solicit more votes if needed.

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

• The North Run Stockholders, holding up to 45.8% of voting power, have agreed to vote in favor of the merger.

• Shareholders not voting in favor may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The Board formed a transaction committee to evaluate strategic alternatives and negotiate the merger.

• The Board considered multiple offers and strategic alternatives before recommending the Alcon transaction.

• The Board’s recommendation is based on fairness, value, and certainty of the offer.