Fluidigm Corporation (Nasdaq:FLDM) today announced that it has
entered into a support agreement with Caligan Partners LP
("Caligan"), Fluidigm’s current largest holder of common stock,
under which Caligan has agreed to vote “FOR” all Fluidigm proposals
related to the proposed strategic capital infusion transaction with
Casdin Capital, LLC (“Casdin”) and Viking Global Investors LP
(“Viking”) at Fluidigm’s Special Meeting of Stockholders (“Special
Meeting”), which has been adjourned and will reconvene on April 1,
2022.
In connection with the support agreement, the Fluidigm Board of
Directors will appoint Dr. Frank Witney, a veteran life sciences
industry executive with deep operational expertise and a director
candidate recommended by Caligan, as a director on Fluidigm’s
Board, conditioned upon successful closing of the transaction. In
connection with the appointment of Dr. Witney, the Fluidigm Board
will be expanded to eight directors.
Dr. Carlos V. Paya, chairman of Fluidigm, said, “We are pleased
to receive support from Caligan following our engagement over the
last several months and to move forward toward the successful
completion of the transaction with Casdin and Viking. The Board
also looks forward to welcoming Dr. Witney and working together
upon closing the transaction to achieve the growth and value
creation potential that this strategic capital infusion from Casdin
and Viking will create. Our Board continues to believe this
transaction is in the best interest of all Fluidigm stakeholders
and unanimously recommends stockholders vote “FOR” ALL
proposals.”
“Caligan is supportive of Fluidigm’s new path,” said David
Johnson, Founder, Managing Partner, and CIO of Caligan. “Dr. Witney
will be a tremendous addition to the Board with his proven track
record of success leading life science tools companies. We look
forward to Fluidigm achieving the untapped potential of its mass
cytometry and microfluidics technologies.”
Dr. Witney said, “Fluidigm is at an exciting inflection point
with significant potential for growth. I look forward to joining
Fluidigm’s Board upon completing the strategic capital infusion
transaction and to leveraging my experience in the life sciences
industry to help advance Fluidigm’s mission and drive value for
stockholders.”
The Board reminds all stockholders that the parties will
terminate the purchase agreements with Casdin and Viking if
Fluidigm stockholders do not approve the matters presented at the
Special Meeting.
The Board unanimously recommends that stockholders vote
“FOR” all Proposals at the Special Meeting. Your vote is very
important regardless of the number of shares of common stock that
you own.
Fluidigm will continue to solicit proxies from its stockholders
with respect to the Special Meeting. Stockholders as of the record
date of February 18, 2022, who have not yet voted are encouraged to
submit their proxies as soon as possible. Valid proxies submitted
by stockholders prior to the adjourned Special Meeting will
continue to be valid for purposes of the reconvened Special
Meeting.
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 LLC 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 Frank Witney
Frank Witney has served as an Operating Partner at Ampersand
Capital Partners since 2016 and is also currently Chairman at
Leinco Technologies, a Director at PerkinElmer, and an active Board
Observer at GenDx. Previously, Witney served as CEO of Affymetrix,
a leading provider of genomics and cell biology products sold for
$1.3 billion, and CEO of Dionex, a leading provider of analytical
instrumentation sold for $2.1 billion. Witney was also Chairman of
Gyros Protein Technologies, a Director at Nexcelom Biosciences, and
held senior executive positions at PerkinElmer, Packard Bioscience
and Bio-Rad Laboratories. He holds a Ph.D. in molecular and
cellular biology from Indiana University.
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.
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
expectation regarding the transaction described in this
communication (“the Transaction”); Fluidigm’s beliefs that the
Transaction will maximize the value of and build on its existing
product portfolio; expectations regarding the need for additional
capital; expectations regarding the impact on customers, suppliers
and employees as well as Fluidigm’s operating results; and other
expectations regarding 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
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