HARTLAND, Wis., July 16, 2021 /PRNewswire/
-- Fathom Digital Manufacturing Corporation ("Fathom" or
the "Company"), an industry leader in on-demand digital
manufacturing services, and Altimar Acquisition Corp. II (NYSE:
ATMR)("Altimar"), a special purpose acquisition company sponsored
by an affiliate of HPS Investment Partners, LLC, today announced
that they have entered into a definitive business combination
agreement pursuant to which Fathom and Altimar will combine, and
after which Fathom will become a publicly-traded company. Upon
completion of the transaction, the combined company expects to be
listed on the New York Stock Exchange. Fathom is majority-owned by
CORE Industrial Partners ("CORE"), a Chicago-based private equity firm focused
exclusively on investing in North American manufacturing,
industrial technology and services businesses.
Headquartered in Hartland,
Wisconsin, Fathom has over 35 years of industry expertise
and leadership in on-demand digital manufacturing solutions. As one
of the largest service providers for rapid prototyping and
on-demand additive and advanced traditional manufacturing services
in North America with over 90
large-platform additive manufacturing machines and nearly 450,000
square feet of manufacturing capacity across twelve facilities
nationwide, Fathom uses its proprietary software platform to
seamlessly blend in-house capabilities across plastic and metal
additive manufacturing technologies, and advanced traditional
manufacturing technologies that include CNC machining, sheet metal
fabrication and injection molding.
Fathom's nationwide footprint enables rapid product development
and accelerated new product launches with one-stop coverage across
25+ manufacturing processes. Fathom's comprehensive manufacturing
technologies and proprietary software platform enable customers to
capitalize on Industry 4.0 methodologies offering a broad array of
additive and advanced traditional manufacturing technologies and
provide an impactful, technology-agnostic approach to meet the
product development and low- to mid-volume manufacturing needs of
some of the largest and most innovative companies in the world.
Upon the closing of the proposed transaction, Fathom's senior
management will continue to serve in their current roles. Fathom
will continue to be led by Chief Executive Officer, Ryan Martin. Mark
Frost and Rich Stump will
continue as Chief Financial Officer and Chief Commercial Officer,
respectively. Following the transaction, TJ Chung, Senior Partner
at CORE, who has served on several public company boards, will
continue to serve as Chairman.
Industry 4.0 and the Fathom Opportunity
Industry 4.0, the next wave of the Industrial Revolution driven
by the digitization of manufacturing, including the
commercialization of additive manufacturing complemented by
advanced traditional manufacturing technologies and advancements in
software tools and AI, has created a massive economic opportunity,
especially in the $25 billion low- to
mid-volume manufacturing space that forms Fathom's addressable
market.
Fathom is well-positioned to capitalize on this opportunity. The
Company's breadth of additive and advanced traditional
manufacturing capabilities, advanced and proprietary software
platform, experienced management and engineering teams, and ability
to turn around certain projects in as little as 24 hours across
the United States make it an ideal
partner for the largest and most innovative companies in the world.
The $25 billion low- to mid-volume
manufacturing market is highly fragmented, and Fathom has a long
runway for growth. Already one of the largest players in this
space, Fathom's ability to continue to scale quickly across a wide
range of manufacturing technologies will position it to capture a
greater portion of this market as more of the largest and most
innovative companies seek a one-stop outsourced on-demand advanced
manufacturing partner.
Fathom's modern and advanced manufacturing technologies, along
with its nationwide network of twelve cutting-edge manufacturing
centers, mean that its customers are especially well-positioned to
shorten their supply chain and on-shore their manufacturing needs
and efficiently develop and manufacture their products in
North America.
Additionally, as a result of Fathom's advantages, scale, and
track record of successful acquisitions, it is well-positioned as
an acquirer of choice for other firms in the sector looking to
become part of a larger platform. The Company currently has a
robust pipeline of potential acquisitions and will be better able
to execute on this large inorganic pipeline once it is able to
utilize its stock as acquisition currency.
Fathom approaches this opportunity from a position of financial
strength. The Company is already a strong cash-generating business
with $149 million in pro forma
revenue in fiscal year 2020. The proceeds from this transaction
will strengthen Fathom's ability to continue investing in both
organic and inorganic growth opportunities as the market for its
key service areas expands. The Company will be guided through this
growth by a management team with decades of combined manufacturing
experience, along with a diverse board including former executives
at leading manufacturing companies such as General Electric,
3M, Ingersoll
Rand, and Chrysler.
Ryan Martin, CEO of Fathom, said:
"With Industry 4.0 taking off, we believe Fathom is on the cusp of
a significant growth opportunity, and we're thrilled to be
combining with Altimar as we make our public market debut and move
into our next chapter. With our strong business profile and solid
balance sheet, we see an opportunity to continue scaling up our
capabilities in both on-demand additive and advanced traditional
manufacturing. Product lifecycles are so much shorter than they
were even five years ago, and companies need an on-demand advanced
manufacturing partner who can move quickly and serve all their
requirements without sacrificing quality. We believe we are
well-positioned to become that manufacturing partner of choice for
more clients."
Tom Wasserman, Chairman and CEO
of Altimar Acquisition Corp. II, said: "We evaluated a wide range
of potential targets, but it became clear to us in our search that
Fathom's ideal blend of speed, scalability, breadth and financial
strength positions it to become a leading player in the modern
manufacturing market. As more companies realize the benefits of
on-demand manufacturing, we believe Fathom's multi-year head start
has resulted in a high barrier to entry that few peers can
penetrate. Ryan and his experienced team have built a business that
has a promising growth trajectory."
John May, Managing Partner of
CORE Industrial Partners, said: "When we first invested in Fathom,
we knew the Company had a clear path for growth as one of the
earliest adopters of additive manufacturing in a fragmented
manufacturing space that was only just realizing the benefits of
the Industry 4.0 on-demand business model. As we predicted, the
market has evolved in Fathom's favor, and the Company maintains a
strong runway for expansion with a high degree of organic and
acquisition growth potential. We're delighted to remain the largest
shareholder in Fathom as it continues its growth journey."
Bob Nardelli, Board member of
Fathom, said: "We have full confidence in Ryan and his management
team as they embark on this new chapter. Along with the partners at
CORE, we have built a strong company, drawing from managers and
board members with a diverse range of personal and professional
backgrounds, that is ready to capitalize on the significant secular
growth opportunity presented by Industry 4.0."
Details of the Transaction
The transaction is valued at a pro forma enterprise value of
$1.5 billion. The acquisition will be
funded through a combination of ATMR's cash in trust and an
$80 million fully committed common
stock PIPE at $10.00 per share.
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.
Media Contacts
Fathom & CORE Industrial Partners
Prosek Partners
John Perilli
jperilli@prosek.com
(401) 316-3375
Altimar Acquisition Corp. II
info@altimarspac.com
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