M&A - LENSAR, Inc.

Form Type: 8-K

Filing Date: 2025-07-02

Corporate Action: Merger

Type: New

Accession Number: 000095017025092921

Filing Summary: On July 2, 2025, LENSAR, Inc. held a virtual special meeting of its stockholders to vote on proposals related to a merger agreement with Alcon Research, LLC, wherein LENSAR will become a wholly owned subsidiary of Alcon. There were 11,904,989 shares of LENSAR Common Stock and 20,000 shares of Series A Convertible Preferred Stock entitled to vote. A quorum of 80.69% was present for the meeting. The stockholders approved three proposals: 1) The Merger Proposal, which adopted the Agreement and Plan of Merger, was approved with 15,983,846 votes for. 2) The Merger Compensation Proposal regarding compensation to named executives was approved with 14,369,161 votes for. 3) The Adjournment Proposal was not necessary due to sufficient votes being present for the Merger Proposal. The signatory for this report is Nicholas T. Curtis, Chief Executive Officer of LENSAR, Inc.

Form Type: DEFA14A

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Supplement

Accession Number: 000119312525147033

Filing Summary: LENSAR, Inc. filed a supplement to its Definitive Proxy Statement on Schedule 14A on June 25, 2025, related to its planned merger with Alcon Research, LLC. The merger, agreed upon on March 23, 2025, stipulates that VMI Option Merger Sub, Inc., a wholly owned subsidiary of Alcon, will merge with LENSAR, making it a wholly owned subsidiary of Alcon upon completion. The special stockholder meeting to gain approval for the merger is scheduled for July 2, 2025. There have been several demand letters from stockholders alleging the omission of vital information regarding the merger in previous filings. LENSAR denies the allegations and believes no further disclosures are necessary but is supplementing the filings to reduce legal risks without admitting liability. Key updates include the background of the merger negotiations and financial analyses related to the merger, indicating a cash consideration of $14.00 per share and a potential range of values per share based on various analyses conducted by the financial advisor, WFS. The document provides insights on tax consequences for U.S. holders of common stock following the merger, including treatment of cash and contingent value rights (CVRs) received from the transaction. LENSAR encourages investors to read the definitive proxy statement and other relevant filings due to the material importance of the information contained within them.

Form Type: 8-K

Filing Date: 2025-05-22

Corporate Action: Merger

Type: Update

Accession Number: 000119312525125116

Filing Summary: On March 23, 2025, LENSAR, Inc. entered into an Agreement and Plan of Merger with Alcon Research, LLC, leading to their merger, with LENSAR becoming a wholly owned subsidiary of Alcon. On May 21, 2025, LENSAR and Alcon received a Second Request from the Federal Trade Commission (FTC) regarding the merger, which extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act until 30 days after compliance with the request. Both companies are committed to responding promptly and expect the merger to complete in the second half of 2025, subject to regulatory approvals and other conditions. The document includes forward-looking statements and emphasizes the need for stockholder approval at a special meeting regarding the merger. Additionally, it notes potential risks associated with the transaction and encourages investors to review the proxy statement and other filings for comprehensive details.

Form Type: DEFA14A

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000119312525125126

Filing Summary: LENSAR, Inc. has entered into a merger agreement with Alcon Research, LLC and its subsidiary, VMI Option Merger Sub, Inc., where Merger Sub will merge into LENSAR, making LENSAR a wholly owned subsidiary of Alcon. As of May 21, 2025, both companies received a request for additional information from the FTC, which extends the waiting period under antitrust laws. LENSAR anticipates completing the merger in the second half of 2025, pending compliance with the FTC's request and other closing conditions. This report serves as solicitation material in connection with the merger, and a special stockholder meeting has been announced for obtaining stockholder approval. LENSAR urges investors to read the proxy statement and relevant documents carefully as they contain important information about the merger.

Form Type: DEFM14A

Filing Date: 2025-05-19

Corporate Action: Merger

Type: New

Accession Number: 000119312525122486

Filing Summary: LENSAR, Inc. has filed a Definitive Proxy Statement concerning a proposed merger with Alcon Research, LLC and VMI Option Merger Sub, Inc., scheduled for a special stockholder meeting on July 2, 2025. The merger will result in LENSAR becoming a wholly owned subsidiary of Alcon Research. The document outlines the need for a majority vote by shareholders to adopt the Merger Agreement. Shareholders will be entitled to receive $14.00 per share in cash and one contingent value right (CVR), which allows them to receive an additional $2.75 upon meeting certain conditions. The Board of Directors recommends approval of the merger proposal, the Merger Compensation Proposal for named executive officers, and the Adjournment Proposal in case of insufficient votes. LENSAR's Common Stock is expected to be delisted from Nasdaq following the completion of the merger.

Form Type: 10-Q

Filing Date: 2025-05-08

Corporate Action: Merger

Type: Update

Accession Number: 000095017025066964

Filing Summary: LENSAR, Inc. is in the process of negotiating a merger with Alcon Research, LLC. The merger agreement outlines the structure, timing, and ability to complete the merger, which is subject to various regulatory approvals and conditions. The company anticipates potential operational and financial impacts due to the merger, including risks related to obtaining regulatory approvals, managing operating losses, and maintaining market acceptance of their products. The financial results for the period ending March 31, 2025, show a revenue increase compared to the previous year but also highlight a significant net loss largely attributed to regulatory and operational expenses related to the merger.

Form Type: PREM14A

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525114896

Filing Summary: LENSAR, Inc. has filed a preliminary proxy statement regarding a proposed merger with Alcon Research, LLC and VMI Option Merger Sub, Inc. This merger agreement, dated March 23, 2025, outlines plans for Merger Sub to merge with LENSAR, making LENSAR a wholly owned subsidiary of Alcon. Stockholders are invited to vote on the Merger Proposal, the Merger Compensation Proposal for certain named executives and the Adjournment Proposal if needed. The approval of the majority is required from LENSAR stockholders. Upon completion of the merger, stockholders will receive $14.00 per share of common stock along with contingent value rights (CVRs) potentially yielding an additional payment of $2.75 upon meeting specific milestones. The merger proposal includes additional details about stockholder voting rights and the implications of non-participation. LENSAR's capital stock will be delisted and deregistered post-merger, and stockholders should consult further materials provided in the filing to understand their rights and the vote process.

Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525060906

Filing Summary: On March 23, 2025, LENSAR, Inc. entered into a Merger Agreement with Alcon Research, LLC and VMI Option Merger Sub, Inc. Under the terms, VMI Option Merger Sub will merge with LENSAR, making LENSAR a wholly-owned subsidiary of Alcon. LENSAR shareholders will receive $14.00 per share in cash and one contingent value right (CVR), which can yield an additional payment of $2.75 upon the achievement of specific milestones. The Merger Agreement outlines customary covenants, including commitments to operate normally before the merger and restrictions on soliciting other acquisition proposals. The company must prepare and file a proxy statement, recommending the merger to shareholders. The Board unanimously believes the merger is in the best interest of LENSAR's stockholders. The agreement includes various termination rights and conditions for closing the merger. Additionally, a Voting Agreement has been entered to secure support from significant shareholders for the merger. A joint press release was issued on March 24, 2025, announcing the merger.

Form Type: DEFA14A

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525060910

Filing Summary: On March 23, 2025, LENSAR, Inc. entered into an Agreement and Plan of Merger with Alcon Research, LLC and VMI Option Merger Sub, Inc. The merger will see Merger Sub merge with LENSAR, with LENSAR becoming a wholly owned subsidiary of Alcon. Shareholders of LENSAR will receive $14.00 per share in cash and one contingent value right (CVR) per share, entitling them to a potential further payment of $2.75 upon the achievement of certain milestones. The merger agreement contains provisions for the cancellation of outstanding options and restricted stock units, with various measures to protect both parties' interests, including termination rights and a fee of $8,500,000 under specific conditions. The board of directors has unanimously approved the merger and intends to seek stockholder approval in a forthcoming special meeting. A joint press release was issued on March 24, 2025, announcing the merger agreement and related activities.

Form Type: DEFA14A

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525061373

Filing Summary: LENSAR, Inc. announced an agreement for Alcon, a global leader in eye care, to acquire the company. The anticipated transaction is subject to customary closing conditions, including regulatory and stockholder approval, with an expected closing period of mid-to-late 2025. Until the deal closes, both companies will operate independently, with business as usual. LENSAR employees were informed of the acquisition through an email detailing the transaction timelines, stockholder meetings for approval, and the impact on LENSAR shares and equity awards. Upon closing, LENSAR shares will convert into cash payments of $14.00 plus contingent value rights (CVR) for future payments. LENSAR also addressed questions regarding the status of employee stock options and plans for communication with customers during the transition period. A special stockholder meeting will be announced to facilitate the acquisition process, with expectations for further information being provided post-deal closure.