NEW YORK, Dec. 3, 2021 /PRNewswire/ -- Altimar Acquisition
Corp. II, a special purpose acquisition company (the "Company" or
"Altimar") (NYSE: ATMR), announced today that the U.S. Securities
and Exchange Commission (the "SEC"), has declared effective its
Registration Statement on Form S-4 (as amended, the "Registration
Statement"), which includes a proxy statement/prospectus (the
"Proxy Statement") in connection with its previously announced
proposed business combination (the "Business Combination") with
Fathom Holdco, LLC ("Fathom OpCo").
Altimar also announced it has scheduled an extraordinary general
meeting (the "Special Meeting") on December
21, 2021 at 9:30 am Eastern
Time for its shareholders of record at the close of business
on November 29, 2021 (the "Record
Date") to approve the Business Combination and related proposals.
Altimar and Fathom OpCo expect to close the Business Combination
promptly after the Special Meeting, subject to Altimar's
shareholder approval and other customary closing conditions.
Following the consummation of the Business Combination, the post
business combination company, to be named Fathom Digital
Manufacturing Corporation ("Fathom"), will begin trading on the New
York Stock Exchange under the ticker "FATH."
Due to the Covid-19 pandemic and the various travel and other
restrictions in place, the Special Meeting will be held virtually
and Altimar shareholders can attend the Special Meeting using the
virtual meeting instructions set forth on their proxy cards. If any
Altimar shareholder does not receive the Proxy Statement, that
shareholder should contact their broker or contact Innisfree
M&A Incorporated ("Innisfree"), Altimar's proxy solicitor, for
assistance, toll-free at (877) 750-8129 (banks and brokers can call
collect at (212) 750-5833). Altimar shareholders who have questions
or need assistance in voting their shares should call Innisfree
toll-free at (877) 750-8129.
Altimar shareholders can register for the Special Meeting by
visiting the following link:
https://www.cstproxy.com/altimarii/2021/. Only Altimar shareholders
with valid control numbers from their proxy cards may submit
questions. Altimar shareholders will have the opportunity to submit
questions both in advance of the Special Meeting and during the
Special Meeting, in each case upon receipt of their proxy cards and
the control numbers set forth therein. All questions should be
submitted via the chat box on the virtual meeting page on the link
listed above. Questions submitted in advance of the Special Meeting
and during the Special Meeting will be addressed during the Special
Meeting as time permits and at the sole and absolute discretion of
Altimar. Questions will be addressed in the order received. Altimar
shareholders who need assistance submitting questions should call
Continental Stock Transfer & Trust Company, Altimar's virtual
meeting provider, at (917) 262-2373.
As previously publicly disclosed by Altimar, on November 16, 2021, Altimar and Fathom OpCo
amended the terms of the original business combination agreement,
dated as of July 15, 2021, to, among
other things, lower the minimum cash condition required to
consummate the Business Combination to $90
million and provide for a backstop investment by certain
affiliates of CORE Industrial Partners (the "Backstop Investors")
of up to $10 million in the event
that the revised minimum cash condition is not otherwise
satisfied. The Backstop Investors have committed to purchase
up to 1,000,000 shares of Class A common stock at $10.00 per share consistent with the terms of
Altimar's previously announced $80
million PIPE financing. CORE Industrial Partners, a
Chicago-based private equity firm
focused exclusively on investing in North American manufacturing,
industrial technology and services businesses, is the majority
owner of Fathom OpCo.
About Altimar Acquisition Corp. II
Altimar
Acquisition Corp. II is a special purpose acquisition company
sponsored by Altimar Sponsor II, LLC, an affiliate of HPS
Investment Partners, LLC, formed for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses. For more information, visit
www.atmr.altimaracquisition.com.
About Fathom Holdco, LLC
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.
Important Additional Information about the Business
Combination and Where to Find It:
In connection with
the Business Combination, a registration statement on Form S-4 (as
amended, the "Registration Statement") has been declared effective
by the Securities and Exchange Commission (the "SEC"), which
includes a proxy statement of Altimar with respect to the Special
Meeting. Altimar's shareholders and other interested persons are
advised to read the Registration Statement and combined proxy
statement/prospectus contained therein and the documents filed in
connection therewith, as these materials will contain important
information about Altimar, Fathom OpCo and the Business
Combination. The Proxy Statement will be mailed to Altimar's
shareholders who were holders of record as of November 29, 2021. 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
www.atmr.altimaracquisition.com. Alternatively, these documents can
be obtained free of charge from Altimar upon written request to
Altimar Acquisition Corp. II, 40 West 57th Street, New York, New York 10019, or by calling
212-287-6767.
Participants in the Solicitation
Altimar and certain
of its respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
shareholders of Altimar, in favor of the approval of the Business
Combination. For information regarding Altimar's directors and
executive officers, please see Altimar's initial public offering
prospectus filed with the SEC on February 4,
2021. Additional information regarding the interests of
those participants and other persons who may be deemed participants
in the transaction may be obtained by reading the Proxy Statement.
Free copies of these documents may be obtained as described in the
preceding section.
Non-Solicitation
The disclosure herein is not a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the proposed Business
Combination and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of Altimar, nor
shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a definitive
document.
Forward-Looking Statements
Certain statements made in
this press release, and oral statements made from time to time by
representatives of Altimar 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 Altimar's control,
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 Altimar to complete the proposed Business
Combination with Fathom OpCo; the risk of delays in the expected
timing of the closing of the proposed Business Combination with
Fathom OpCo; the risk that Altimar shareholder approval of 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 shareholders; changes in general economic
conditions, including as a result of the COVID-19 pandemic; the
outcome of litigation related to or arising out of the proposed
Business Combination, or any adverse developments therein or delays
or costs resulting therefrom; the ability to meet the New York
Stock Exchange's listing standards following the consummation of
the proposed Business Combination; costs related to the proposed
Business Combination; those factors discussed in Altimar's initial
public offering prospectus, filed with the SEC on February 4, 2021, under the heading "Risk
Factors"; those factors discussed in the Proxy Statement under the
heading "Risk Factors"; those factors disclosed in Altimar's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2021; those factors disclosed in
Altimar's Quarterly Report on Form 10-Q/A for the quarter ended
September 30, 2021 and other
documents of Altimar filed, or to be filed, with the SEC. Altimar
does 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.
Contact:
Fathom OpCo
investors@fathommfg.com
Altimar Acquisition Corp. II
info@altimarspac.com
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SOURCE Altimar Acquisition Corp. II