The boards of directors of both Fathom and ATMR have unanimously approved the proposed transaction and it is expected to close later this year, subject to customary closing conditions, including a registration statement being declared effective by the Securities and Exchange Commission and approval of ATMR's shareholders.
Additional information about the proposed transaction will be provided in a Current Report on Form 8-K to be filed by ATMR with the Securities and Exchange Commission and available at www.sec.gov.
Investor Conference Call
Fathom and ATMR will host a joint investor conference call to discuss the proposed transaction today, July 16 at 8:30 a.m. ET.
To listen to the prepared remarks via telephone from the U.S., dial 1-833-236-2753 and an operator will assist you. International investors may listen to the call by dialing 1-825-312-2105. A telephone replay will be available by dialing 1-800-585-8367 if in the U.S., and by dialing 1-416-621-4642 if outside the U.S. The PIN for access to the prepared remarks and the replay is 3866538. The replay will be available through October 15, 2021 at 11:59PM ET. To listen to the webcast, please click here. A replay of the call will be accessible at the webcast link.
Advisors
J.P. Morgan Securities LLC and Stifel are serving as joint financial advisors and Winston & Strawn LLP is serving as legal counsel to Fathom. J.P. Morgan Securities LLC and Stifel are serving as joint placement agents and capital markets advisors, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to Altimar. Mayer Brown LLP is serving as legal counsel to the placement agents. In addition, BofA Securities, Needham & Company, LLC and Craig-Hallum Capital Group LLC are acting as capital markets advisors to Altimar.
About Fathom
Fathom is one of the largest on-demand digital manufacturing platforms in North America, serving the comprehensive product development and low- to mid-volume manufacturing needs of the largest and most innovative companies in the world. With more than 25 unique manufacturing processes and a national footprint with nearly 450,000 square feet of manufacturing capacity across 12 facilities, Fathom seamlessly blends in-house capabilities across plastic and metal additive technologies, CNC machining, injection molding & tooling, sheet metal fabrication, and design and engineering. With over 35 years of industry experience, Fathom is at the forefront of the Industry 4.0 digital manufacturing revolution serving clients in the technology, defense, aerospace, medical, automotive and IOT sectors. Fathom's certifications include: ITAR Registered (Denver, Hartland, Ithaca, Newark, Oakland, Tempe), ISO 9001:2015 Design Certified (Elk Grove, Miami Lakes, Oakland), ISO 9001:2015 (Denver, Hartland, Newark, Pflugerville, Round Rock, Tempe), ISO 13485:2016 (Miami Lakes, Round Rock), AS9100:2016 (Hartland, Newark, Pflugerville, Tempe), and NIST 800-171 (Oakland, Tempe). To learn more, visit www.fathommfg.com.
About Altimar Acquisition Corp. II
Altimar Acquisition Corp. II (NYSE: ATMR) is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. ATMR is sponsored by Altimar Sponsor II, LLC, an affiliate of HPS Investment Partners, LLC. For more information, visit atmr.altimaracquisition.com.
About CORE Industrial Partners
CORE Industrial Partners is a Chicago-based private equity firm with more than $700 million of capital commitments investing in North American manufacturing, industrial technology, and services businesses. CORE's team is comprised of highly experienced former CEOs and investment professionals with shared beliefs, deep experience, and a proven track record of building market-leading businesses. Through our capital, insight, and operational expertise, CORE partners with management teams and strives to build best-in-class companies with lasting results. For more information, visit www.coreipfund.com.
Forward-Looking Language
Certain statements made in this press release, and oral statements made from time to time by representatives of Altimar and Fathom are "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Statements regarding the proposed business combination and expectations regarding the combined business are "forward-looking statements." In addition, words such as "estimates," "projects," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "would," "should," "future," "propose," "target," "goal," "objective," "outlook" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
Important factors, among others, that may affect actual results or outcomes include: the inability of the parties to complete the proposed Business Combination; the risk that the approval of the stockholders of Altimar for the proposed Business Combination is not obtained; the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, the amount of funds available in Altimar's trust account following any redemptions by Altimar's stockholders; the ability to meet the NYSE's listing standards following the consummation of the transactions contemplated by the proposed Business Combination; costs related to the proposed Business Combination; and those factors discussed in the registration statement and final prospectus relating to Altimar's initial public offering filed with the SEC on February 5, 2021, Item 1A. Risk Factors of the Form 10-Q for the quarter ended March 31, 2021 filed with the SEC on June 1, 2021 and other documents of Altimar filed, or to be filed, with the SEC. Altimar and Fathom do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
Altimar intends to file a registration statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC"), which will include a proxy statement and a prospectus of Altimar, and each party will file other documents with the SEC regarding the proposed transaction. A definitive proxy statement/prospectus will also be sent to the stockholders of Altimar, seeking any required stockholder approval. Before making any voting or investment decision, investors and security holders of Altimar are urged to carefully read the entire Registration Statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by Altimar with the SEC may be obtained free of charge at the SEC's website at www.sec.gov. In addition, the documents filed by Altimar may be obtained free of charge from Altimar at atmr.altimaracquisition.com. Alternatively, these documents, when available, can be obtained free of charge from Altimar upon written request to Altimar, 40 West 57th Street, 33rd Floor, New York, New York 10019, or by calling 212-287-6767.
Participants in the Solicitation
Altimar and its directors and executive officers may be deemed participants in the solicitation of proxies from shareholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in Altimar is contained in Altimar's registration statement on Form S-1, which was filed with the SEC on February 5, 2021, and is available free of charge at the SEC's web site at www.sec.gov, or by directing a request to Altimar Acquisition Corp. II, 40 West 57th Street, 33rd Floor, New York, New York 10019, or by calling (212) 287-6767. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
Fathom and its respective managers and executive officers may also be deemed to be participants in the solicitation of proxies from Altimar's shareholders in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be contained in the Registration Statement when available.
