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 Advisors200 Broadacres
DriveBloomfield, NJ 07003 (833)
782-7142FLDM@allianceadvisors.com
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
SpearmanFluidigm Corporation650 243
6621mark.spearman@fluidigm.com
Investors:Peter DeNardo415 389
6400ir@fluidigm.com
1 Permission to use quotation neither sought nor obtained.
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