Antitrust Law Daily Wrap Up, ACQUISITIONS & MERGERS NEWS: FTC successfully blocks Alcon-LENSAR merger in cataract surgery laser market, (Mar 17, 2026)

By Wendy Biddle, J.D.

Federal regulators halted the consolidation of the two leading competitors in femtosecond laser-assisted cataract surgery systems, citing substantial competitive concerns over pricing and innovation.

The FTC announced that Alcon, Inc. and Alcon Research, LLC abandoned their proposed acquisition of LENSAR, Inc., a transaction that would have combined the two most significant players in the market for laser systems used in femtosecond laser-assisted cataract surgery (FLACS). The companies had entered into a definitive merger agreement on March 24, 2025, but terminated the deal on March 16, 2026, following nearly a year of regulatory review.

Transaction background. Under the original terms announced in March 2025, Alcon agreed to purchase all outstanding shares of LENSAR for $14.00 per share in cash, representing an aggregate implied value of approximately $356 million. The agreement included an additional non-tradeable contingent value right offering up to $2.75 per share in cash, conditioned on LENSAR's products achieving 614,000 cumulative procedures between January 1, 2026, and December 31, 2027. The total potential consideration of $16.75 per share represented a premium of 24% to LENSAR's 30-day volume-weighted average price and 47% to its 90-day volume-weighted average price, bringing the total transaction value to approximately $430 million.

The acquisition would have brought LENSAR's ALLY Robotic Cataract Laser Treatment System, along with the company's proprietary Streamline software technology and legacy laser systems, into Alcon's portfolio. Alcon had emphasized its intention to leverage its global footprint to expand LENSAR's next-generation technologies internationally and improve efficiency in cataract surgery.

FTC's competitive concerns. The FTC's American Competition Enforcement (ACE) Division identified substantial competitive concerns with the proposed transaction. According to FTC Bureau of Competition Director Daniel Guarnera, the merger would have eliminated vigorous competition between the two companies that had already produced significant benefits for doctors and patients. Specifically, the investigation revealed that Alcon and LENSAR were engaged in a price war that had driven down costs for physicians offering FLACS-assisted cataract procedures. The competition between the two firms had also spurred innovation in the FLACS market.

Director Guarnera stated: "Competitors simply cannot attempt to buy out rivals to get out from the heat of pricing and innovation competition. I'm proud of the work done by ACE in this investigation, which produced evidence of consumer harm so substantial that the merging firms threw up a white flag rather than risk facing the FTC in court."

The FTC's investigation was conducted in partnership with the Florida Attorney General's Office and the Bureau of Economics. The regulatory scrutiny ultimately led to the companies' decision to terminate the merger rather than contest the FTC's opposition in court.

Companies' response. In announcing the termination, Alcon CEO David J. Endicott expressed the company's continued belief that the acquisition would have enhanced FLACS innovation and competition. However, he acknowledged that the extended regulatory review, which lasted nearly a year, along with associated costs and the FTC's opposition, rendered the transaction unattractive to pursue further. The transaction had been anticipated to close in mid-to-late 2025, subject to customary closing conditions, including regulatory approval and LENSAR stockholder approval.

Companies: Alcon, Inc.; Alcon Research, LLC; LENSAR, Inc.

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