MTSN Mattson Technology, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

MATTSON TECHNOLOGY, INC.

(NAME OF THE REGISTRANT AS SPECIFIED IN ITS CHARTER)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Supplement

To

Proxy Statement Dated February 17, 2016,

For

SPECIAL MEETING OF STOCKHOLDERS

OF

MATTSON TECHNOLOGY, INC.

TO BE HELD ON MARCH 23, 2016

The date of this Supplement is MARCH 14, 2016.

Mattson Technology, Inc. (“Mattson,” “we” and “us”) is furnishing this supplement dated March 14, 2016 to the proxy statement filed by Mattson with the Securities and Exchange Commission (“SEC”) on February 17, 2016, (the “proxy statement”), in connection with the special meeting of Mattson stockholders to be held on Wednesday, March 23, 2016, at 9:00 a.m. Pacific time.

The following information supersedes and supplements any information in the proxy statement relevant to the applicable topic. Except as specifically supplemented by the information contained in this supplement, all information set forth in the proxy statement remains unchanged. We urge you to read this supplement carefully and in its entirety together with the proxy statement. Any page references listed below are references to pages in the proxy statement, not this supplement to the proxy statement. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the proxy statement

THE MERGER - BACKGROUND OF THE MERGER

The following information supplements the information under the heading “The Merger - Background of the Merger” beginning on page 31 of the proxy statement. You are encouraged to read carefully this entire supplement and the entire proxy statement, including the Annexes and the other documents to which this supplement or the proxy statement refers or incorporates by reference, because the information in this section does not provide all the information that might be important to you.

The following language is hereby added to the end of the paragraph beginning with “On February 12, 2015...”:

“The closing price of the Company’s common stock on the first full day of trading following the announcement of the fourth quarter 2014 results was $4.04 per share, up approximately 61% from the $2.50 per share closing price of the Company’s common stock on October 24, 2014, the first full trading day following the Company’s announcement of third quarter 2014 results.”

The following language is hereby added to the paragraph beginning “On May 26, 2015” immediately following the sentence ending with “at a price per share of $4.00 - $4.50 in cash”:

“The Initial IOI also specified that E-Town Capital envisaged that all current management of Mattson will continue in their respective roles post completion of the proposed acquisition (and at no time throughout the Company’s discussions with E-Town Capital did E-Town Capital indicate to the Company that their position with respect to retention of the Company’s management had changed).”

The following language is hereby added to the paragraph beginning “On June 5, 2015” immediately following the words “the Board should consider adopting a management neutrality policy” therein:

“, as the Company believed appropriate to help insure equal treatment of all potential purchasers.”

The following language is hereby added to the first paragraph beginning “On June 5, 2015” immediately following the sentence ending “the Company should continue to engage with E-Town Capital in order to explore a potential transaction”:

“Each of Mattson’s directors expressed his support for continuing to explore a potential transaction with E-Town Capital and the Board directed management and Morgan Stanley to continue discussions with E-Town Capital and seek a per share purchase price in the range of $6.00 - $7.00 per share.”

The following language is hereby added to the paragraph beginning “On June 12, 2015” immediately following the sentence ending “in the context of the First Revised IOI”:

“Following review of the preliminary valuation materials, Mr. Chen noted that the First Revised IOI referred to an in-person meeting between representatives of E-Town Capital and Mr. Chen, and explained that the meeting was of very short duration and that no one discussed price or any other terms of a potential strategic transaction with E-Town Capital during such meeting.”

THE MERGER - MANAGEMENT PROJECTIONS

The following information supplements the information under the heading “The Merger - Management Projections” beginning on page 54 of the proxy statement. You are encouraged to read carefully this entire supplement and the entire proxy statement, including the Annexes and the other documents to which this supplement or the proxy statement refers or incorporates by reference, because the information in this section does not provide all the information that might be important to you.

The following sentence is hereby added to the paragraph beginning “In connection with the Merger and other transactions contemplated by the Merger Agreement...” on page 54 of the proxy statement immediately following the sentence ending “all of which are difficult to predict, and many of which are beyond the Company’s control”:

“For each of the Forecasts, the Company assumed f/x losses of $100,000 per fiscal quarter for a total f/x loss per fiscal year of $400,000.”

THE MERGER - FAIRNESS OPINION OF MORGAN STANLEY & CO. LLC

The following information supplements the information under the heading “The Merger - Fairness Opinion of Morgan Stanley & Co. LLC” beginning on page 63 of the proxy statement. You are encouraged to read carefully this entire supplement and the entire proxy statement, including the Annexes and the other documents to which this supplement or the proxy statement refers or incorporates by reference, because the information in this section does not provide all the information that might be important to you.

The subsection under the heading “The Merger – Fairness Opinion of Morgan Stanley & Co. LLC – “Trading Range Analysis”” on page 65 of the proxy statement is amended by adding the following immediately after the last paragraph of that subsection:

“Morgan Stanley noted that the Company’s implied equity value on December 1, 2015 (the last full trading day prior to the meeting of the Board to approve and adopt the Merger Agreement, declare the advisability of the Merger Agreement and approve the transactions contemplated thereby, including the Merger), on a fully-diluted basis (including outstanding options, restricted stock awards, restricted stock units and shares underlying convertible debt) was approximately $242 million and the implied aggregate value on a fully-diluted basis was approximately $205 million, based on the closing price of $3.10 of our common stock on December 1, 2015, our outstanding shares, options, restricted stock awards and restricted stock units outstanding as of November 24, 2015, and our cash and debt balances as of September 30, 2015.

Morgan Stanley also noted that implied equity value of the Company under the terms of the Merger on a fully-diluted basis (including outstanding options, restricted stock awards, restricted stock units and shares underlying convertible debt) was approximately $299 million and the implied aggregate value on a fully-diluted basis was approximately $262 million based on the Per Share Merger Consideration of $3.80 pursuant to the Merger Agreement, our outstanding shares, options, restricted stock awards and restricted stock units outstanding as of November 24, 2015, and our cash and debt balances as of September 30, 2015.

Based on the Per Share Merger Consideration of $3.80 pursuant to the Merger Agreement, Morgan Stanley calculated the ratio of aggregate value on a fully-diluted basis (including outstanding options, restricted stock awards, restricted stock units and shares underlying convertible debt) to estimated revenue and Adjusted EBITDA, as well as Price to Earnings for calendar years 2015 and 2016. For purposes of this analysis, Morgan Stanley utilized publicly available estimates of revenue, Adjusted EBITDA, and earnings per share prepared by equity research analysts, available as of December 1, 2015 (the last full trading day prior to the meeting of the Board to approve and adopt the Merger Agreement, declare the advisability of the Merger Agreement and approve the transactions contemplated thereby, including the Merger).

The following table summarizes Morgan Stanley’s analysis:

The subsection under the heading “The Merger – Fairness Opinion of Morgan Stanley & Co. LLC – “Public Trading Comparables Analysis”” is amended by adding the following tables immediately after the list of “Selected Small-Cap Semiconductor Capital Equipment Companies” on page 66 of the proxy statement:

Observed Operating Metrics

Calendar Year Based on Thomson Reuters

Observed Valuation Metrics

Calendar Year Based on Thomson Reuters

The subsection under the heading “The Merger – Fairness Opinion of Morgan Stanley & Co. LLC – “Discounted Cash Flow Analysis”” is amended by adding the following immediately after the second use of the word “taxes” in the fourth full sentence on page 67 of the proxy statement:

“(assuming a 35% tax rate)”

The subsection under the heading “The Merger – Fairness Opinion of Morgan Stanley & Co. LLC – “Discounted Cash Flow Analysis”” is amended by adding the following immediately after the sixth full sentence of such subsection:

“The terminal value calculation is based on estimated 2020 unlevered free cash flow of $20MM, which normalizes capital expenditure such that it is equal to depreciation and amortization and normalizes working capital investment such that it is equal to 25% of the increase in 2020 revenue versus 2019 revenue.”

The subsection under the heading “The Merger – Fairness Opinion of Morgan Stanley & Co. LLC – “Discounted Cash Flow Analysis”” is amended by adding the following immediately after the second full sentence on page 68 of the proxy statement:

“The discount rate used by Morgan Stanley was calculated using an assumed equity market risk premium of 6.0%, a beta estimate of 1.42 based upon Barra financial databases, and an assumed risk-free rate of 2.21% based on the U.S. Government 10-year Treasury note yield of December 1, 2015 (the last full trading day prior to the meeting of the Board to approve and adopt the Merger Agreement, declare the advisability of the Merger Agreement and approve the transactions contemplated thereby, including the Merger).

Based on a terminal perpetual growth rate ranging from 1.0% to 3.0%, Morgan Stanley noted that the implied ratio of estimated terminal year aggregate value to estimated next-twelve-months free cash flow and estimated next-twelve-months Adjusted EBITDA less stock-based compensation expense, based on projections prepared by our management, were as follows:

The subsection under the heading “The Merger – Fairness Opinion of Morgan Stanley & Co. LLC – “Precedent Transactions Analysis”” on page 68 is amended by adding the following tables immediately preceding the first full paragraph on page 70 of the proxy statement:

Selected Semiconductor Capital Equipment Transactions

Selected Technology Transactions

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