AMENDMENT NO. 2 TO THE PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS OF
FLUIDIGM CORPORATION
TO
BE HELD ON FRIDAY, APRIL 1, 2022
This amendment, dated March 29, 2022 (which we refer to as this
“amendment”), amends and supplements the definitive proxy statement, dated February 24, 2022 (which we refer to as the “proxy statement”) filed by Fluidigm Corporation (which we refer to as
“Fluidigm” or the “Company”). The proxy statement relates to the solicitation of proxies by Fluidigm’s Board of Directors (which we refer to as the “Fluidigm Board” or “Board”)
for use at a special meeting of stockholders (which we refer to as the “special meeting”). The special meeting will be held at 9:00 a.m. Pacific time, on Friday, April 1, 2022, at the Genesis SSF Performing Arts Center
located at 1 Tower Place, South San Francisco, California 94080.
The purpose of this amendment is to provide supplemental information
concerning the special meeting and the matters to be considered at the special meeting. Except as described in this amendment, the information provided in the proxy statement continues to apply. If information in this amendment differs from or
updates information contained in the proxy statement, then the information in this amendment is more current and supersedes the different information contained in the proxy statement. THIS AMENDMENT SHOULD BE READ IN CONJUNCTION WITH
THE PROXY STATEMENT.
Terms used in this amendment that are not defined in this amendment have the meanings given to them in the proxy
statement.
Supplemental Disclosures
Support Agreement
On
March 29, 2022, Fluidigm entered into a support agreement (the “Agreement”) with Caligan Partners LP and each of the other persons and entities set forth on the signature pages to the Agreement (collectively, the “Caligan
Group”). Among other matters, the Agreement provides that effective as of the consummation of the Transactions (as defined below) (i) Fluidigm will increase the size of its Board to eight and appoint Dr. Frank Witney to the Board to
serve as a Class III director with a term expiring at Fluidigm’s 2022 annual meeting of stockholders, (ii) at the special meeting of Fluidigm’s stockholders called to consider the Transactions (including any adjournments,
postponements or other delays thereof), the members of the Caligan Group will cause all applicable securities of Fluidigm that are beneficially owned by the members of the Caligan Group to be (a) present for quorum purposes; and (b) voted
in the manner recommended by the Board on all proposals, (iii) Fluidigm will nominate Dr. Witney for election at the 2022 annual meeting of stockholders and recommend, support and solicit proxies for his election, and (iv) certain
standstill restrictions to which the Caligan Group is subject will terminate.
Appointment of Frank Witney
In connection with the Agreement, on March 28, 2022, upon the recommendation of the Nominating and Corporate Governance Committee of the
Board, the Board appointed Franklin R. Witney to serve as a member of the Board until his successor is duly elected and qualified, or until his earlier death, resignation or removal, with such appointment to be contingent on and effective upon the
consummation of the transactions (the “Transactions”) contemplated by the Purchase Agreements.
