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STAAR Surgical Completes $5M Debt Financing for Purchase of Japanese Joint Venture

MONROVIA, Calif., Dec. 17 /PRNewswire-FirstCall/ -- STAAR Surgical Company (Nasdaq: STAA), a leading developer, manufacturer and marketer of minimally invasive ophthalmic products, today announced that it has borrowed $5.0 million from Broadwood Partners, L.P. under a senior promissory note to fund its purchase of the remaining interests of Canon Staar Co., Inc. This joint venture was formed by STAAR, Canon Inc. and Canon Marketing Japan, Inc. in 1988 to develop, manufacture and sell in Japan products using STAAR's technology. The pending purchase of the Canon companies' 50% interest in Canon Staar -- first announced on October 26, 2007 -- will result in Canon Staar becoming a wholly owned subsidiary of STAAR, to be renamed STAAR Japan Inc.

"This agreement permits us to achieve a key component of our ongoing international growth strategy -- closing the Canon Staar buy-out by the end of 2007 -- without tapping our working capital," said Barry G. Caldwell, President & CEO of STAAR Surgical. "The acquisition gives STAAR exclusive global control of all of our innovative proprietary products and technology, including the Visian ICL(TM), our Collamer(R) lens material and Collamer IOLs, and the preloaded IOL injector, and will allow us to market our cataract products directly into the large and growing Japanese market. Though the successful integration of the business presents a distinct set of challenges, we are excited by the long-term opportunities for growth in this region. This agreement allows STAAR to invest in further expansion of its international business without diverting working capital from our other growth strategies in 2008."

Broadwood provided the $5 million funding on December 14, 2007 pursuant to a Senior Promissory Note issued by STAAR. $4 million of the proceeds will pay the cash portion of the consideration to be paid for the Canon interests in Canon Staar, and the remainder will be used for related transaction and integration costs. The balance of the purchase price will be paid in the form of 1.7 million newly issued shares of convertible preferred stock. The Note has a term of three years and bears interest at a rate of 7% per annum. The Note is not secured by any collateral, may be pre-paid by the Company at any time without penalty, and is not subject to covenants based on financial performance or financial condition. As additional consideration for the loan, the Company also entered into a Warrant Agreement with Broadwood granting the right to purchase up to 700,000 shares of common stock at an exercise price of $4.00, exercisable for a period of six years. If the Company has any indebtedness outstanding on the Note on June 29, 2009, it will issue additional warrants on the same terms as outlined in the initial Warrant Agreement in a number equal to 700,000 times the percentage of the original $5 million principal that remains outstanding. A description of the terms of the Note and the Warrant Agreement and the full text of each are available in the Company's Current Report on Form 8-K filed today with the SEC.

About STAAR Surgical

STAAR is a leader in the development, manufacture and marketing of minimally invasive ophthalmic products employing proprietary technologies. STAAR's products are used by ophthalmic surgeons and include the Visian ICL(TM), a tiny, flexible lens implanted to correct refractive errors, as well as innovative products designed to improve patient outcomes for cataracts and glaucoma. Manufactured in Switzerland by STAAR, the ICL is approved by the FDA for use in treating myopia, has received CE Marking and is sold in more than 40 countries. More than 85,000 ICLs have been sold worldwide. More information is available at

Forward-Looking Statements

All statements in this press release that are not statements of historical fact are forward-looking statements, including statements regarding the proposed acquisition of the Canon companies' interest in Canon Staar Co., Inc., the prospects for successful completion of that transaction, the effect of the transaction on STAAR and its business, and any other statements of the plans, strategies, and objectives of management for future operations, statements of belief and any statements of assumptions underlying any of the foregoing. These statements are based on expectations and assumptions as of the date of this press release and are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. The risks and uncertainties include the risk that a default on the Note could lead to increased interest or an accelerated obligation to pay in full, the need of the parties to satisfy contractual conditions before the acquisition of the Canon companies' interests in Canon Staar may close, the risk that STAAR may elect to close the transaction even if some conditions are not met or it discovers negative information about Canon Staar prior to closing, the risk that STAAR may not successfully integrate the Canon Staar business or employees into its overall business, the possibility that Canon Staar will need to secure additional financing for working capital after closing, the risk that key employees of Canon Staar may leave after closing, the risk that removal of the Canon name from Canon Staar and its products may reduce its goodwill or the acceptance of its products, the risk that Canon Staar may not sustain current or prior sales levels or achieve projected levels, the risk that STAAR's limited access to information has limited its ability to assess the projections provided to STAAR by Canon Staar's management, the risk that Japanese regulators may not approve the sale of the ICL or Collamer, the risk of operating a foreign subsidiary with limited direct oversight, the risk that applying U.S. accounting standards and controls and procedures over financial reporting may be more difficult, more expensive or more time-consuming than anticipated, STAAR's need to rely on the completeness and accuracy of information provided during its investigation of Canon Staar's business, the risk that financing for the transaction or for additional working capital purposes may be more difficult to obtain than anticipated and may not be available on reasonable terms, if at all, and other factors beyond our control, including those detailed from time to time in our reports filed with the Securities and Exchange Commission. STAAR assumes no obligation to update these forward-looking statements to reflect future events or actual outcomes and does not intend to do so.

CONTACT: Investors

EVC Group

Douglas Sherk / Donald Takaya, 415-896-6820


EVC Group

Steve DiMattia, 646-201-5445

SOURCE STAAR Surgical Company
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