UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14A-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☑ | Definitive Additional Materials | |
| ☐ | Soliciting Material under § 240.14a-12 | |
FLUIDIGM CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☑ | No fee required. | |||
| ☐ | Fee paid previously with preliminary materials | |||
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |||
FOR IMMEDIATE RELEASE
Leading Independent Proxy Advisory Firms ISS and Glass Lewis Recommend
Fluidigm Stockholders Vote “FOR” ALL Proposals Related to $250 Million Strategic Capital Infusion
Fluidigm Board of Directors Unanimously Recommends Stockholders
Vote “FOR” ALL Proposals TODAY
SOUTH SAN FRANCISCO, Calif., Mar. 17, 2022 — Fluidigm Corporation (NASDAQ:FLDM), today announced that leading independent proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) have recommended that Fluidigm stockholders vote “FOR” ALL proposals related to the previously announced strategic capital infusion from leading life sciences and biotechnology-focused investors Casdin Capital, LLC (“Casdin”) and Viking Global Investors LP (“Viking”) at the Company’s upcoming Special Meeting of Stockholders (the “Special Meeting”) scheduled for March 25, 2022.
In its March 8, 2022 report, ISS stated1, “A vote FOR the proposal is warranted… [T]here is substantial doubt regarding the Company’s ability to continue as a going concern. Furthermore, the market has reacted positively to the announcement of the acquisition transaction underlying the issuance.”
In its March 2, 2022 report, Glass Lewis also concluded that shareholders should vote in favor of the proposals.
Dr. Carlos V. Paya, chairman of Fluidigm, said, “We are pleased that Glass Lewis and ISS recognize the inherent value in Fluidigm’s proposed transaction with Casdin and Viking. This significant capital infusion and strategic initiative will not only strengthen the Company’s balance sheet but is expected to accelerate growth and innovation to create significant value for all stakeholders. We look forward to more effectively leveraging and expanding our product portfolio and R&D capabilities to grow market share in key segments while working to improve revenue and profitability. On behalf of the Board, we unanimously recommend our stockholders vote “FOR” ALL proposals.”
Fluidigm expects that the transaction will close around the end of the first quarter of 2022, subject to the satisfaction of customary closing conditions, including approval by Fluidigm stockholders and applicable regulatory approvals.
The Special Meeting will be held at the Genesis SSF Performing Arts Center, located at 1 Tower Place, South San Francisco, California 94080 on March 25, 2022, at 9 a.m. local time. Only stockholders of record at the close of business on February 18, 2022 are entitled to notice of, and to vote at, the Special Meeting.
Your vote is very important regardless of the number of shares of Common Stock that you own. Fluidigm stockholders who need assistance in completing the proxy card, need additional copies of the proxy materials, or have questions regarding the Special Meeting may contact Fluidigm’s proxy solicitor:
Alliance Advisors
200 Broadacres Drive
Bloomfield, NJ 07003
(833) 782-7142
FLDM@allianceadvisors.com
| 1 | Permission to use quotation neither sought nor obtained. |
Advisors
Jefferies is serving as financial advisor to Fluidigm and Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal advisor.
Centerview Partners LLC is serving as financial advisor to Casdin and Viking. Legal advisors are Paul, Weiss, Rifkind, Wharton & Garrison LLP serving Casdin and Kirkland & Ellis LLP serving Viking.
About Fluidigm
Fluidigm (Nasdaq:FLDM) focuses on the most pressing needs in translational and clinical research, including cancer, immunology, and immunotherapy. Using proprietary CyTOF® and microfluidics technologies, we develop, manufacture, and market multi-omic solutions to drive meaningful insights in health and disease, identify biomarkers to inform decisions, and accelerate the development of more effective therapies. Our customers are leading academic, government, pharmaceutical, biotechnology, plant and animal research, and clinical laboratories worldwide. Together with them, we strive to increase the quality of life for all. For more information, visit fluidigm.com.
Fluidigm, the Fluidigm logo and CyTOF are trademarks and/or registered trademarks of Fluidigm Corporation or its affiliates in the United States and/or other countries. All other trademarks are the sole property of their respective owners. Fluidigm products are provided for Research Use Only. Not for use in diagnostic procedures.
Available Information
Fluidigm uses its website (fluidigm.com), investor site (investors.fluidigm.com), corporate Twitter account (@fluidigm), Facebook page (facebook.com/Fluidigm), and LinkedIn page (linkedin.com/company/fluidigm-corporation) as channels of distribution of information about its products, its planned financial and other announcements, its attendance at upcoming investor and industry conferences, and other matters. Such information may be deemed material information, and Fluidigm may use these channels to comply with its disclosure obligations under Regulation FD. Therefore, investors should monitor Fluidigm’s website and our social media accounts in addition to following its press releases, SEC filings, public conference calls, and webcasts.
About Casdin Capital
Casdin Capital, LLC is a New York-based research investment firm focused on the innovations currently reshaping life sciences and healthcare. Founded in 2011, and with an eye to long-term returns and disruptive technologies, Casdin Capital is a trusted investor-partner in both private and public companies, collaborating with industry leaders to fuel their visions, adding energy, insight, and experience to the firm’s over $3 billion under management. For more information, please visit casdincapital.com.
About Viking Global Investors
Founded in 1999, Viking is a global investment management firm that manages approximately $48 billion of capital for its investors. It has offices in Greenwich, New York, Hong Kong, London, and San Francisco and is registered as an investment adviser with the U.S. Securities and Exchange Commission. For more information, please visit www.vikingglobal.com.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding: Fluidigm’s expectations that the transactions described in this communication (the “Transaction”) will accelerate growth and innovation; expectations for portfolio expansion; cost structure optimization; ability to utilize R&D capabilities to grow market share; the expected timing and closing of the Transaction; expectations for the Company’s brand and corporate name;; expectations for the transaction to create significant value for all stakeholders; improvements to the Company’s balance sheet; and other expectations for Fluidigm following the closing of the Transaction. Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from currently anticipated results, including but not limited to risks relating to: the potential adverse effects of the coronavirus pandemic on our business and operating results; any failure to obtain required stockholder approval of the Transaction; the possibility that the conditions to the closing of the Transaction are not satisfied; potential litigation relating to the Transaction; uncertainties as to the timing of the consummation of the Transaction; the ability of each party to consummate the Transaction; possible disruption related to the Transaction to Fluidigm’s current plans and operations, including through the loss of customers, suppliers and employees; changes in Fluidigm’s business or external market conditions; uncertainties in contractual relationships; customers and prospective customers continuing to curtail or suspend activities utilizing our products; our ability and/or the ability of the research institutions utilizing our products and technology to obtain and maintain Emergency Use Authorization from the FDA and any other requisite authorizations or approvals to use our products and technology for diagnostic testing purposes; challenges inherent in developing, manufacturing, launching, marketing, and selling new products; interruptions or delays in the supply of components or materials for, or manufacturing of, Fluidigm products; reliance on sales of capital equipment for a significant proportion of revenues in each quarter; seasonal variations in customer operations; unanticipated increases in costs or expenses; uncertainties in contractual relationships; reductions in research and development spending or changes in budget priorities by customers; Fluidigm’s research and development and distribution plans and capabilities; interruptions or delays in the supply of components or materials for, or manufacturing of, Fluidigm products; potential product performance and quality issues; risks associated with international operations; intellectual property risks; and competition. Information on these and additional risks and uncertainties and other information affecting Fluidigm’s business and operating results is contained in its Annual Report on Form 10-K for the year ended December 31, 2021, and in its other filings with the Securities and Exchange Commission (the “SEC”). These forward-looking statements speak only as of the date of this communication. Fluidigm disclaims any obligation to update these forward-looking statements except as may be required by law.
Contacts:
Media:
Mark Spearman
VP, Corporate Communications
Fluidigm Corporation
650 243 6621
mark.spearman@fluidigm.com
Investors:
Peter DeNardo
415 389 6400
ir@fluidigm.com