Fathom Digital Manufacturing Corporation Receives Non-Binding Acquisition Proposal From CORE Industrial Partners
27 Novembre 2023 - 2:00PM
Business Wire
Fathom Digital Manufacturing Corp. (NYSE: FATH), an
industry leader in on-demand digital manufacturing services, today
announced that it has received a non-binding proposal from CORE
Industrial Partners, LLC on behalf of itself and its affiliated
investment vehicles, (collectively, the "CORE Funds”), to acquire
all of the Company's outstanding shares of Class A Common Stock and
Class B Common Stock that they do not already own for $4.50 cash
per share. The non-binding proposal states that as of November 22,
2023, the CORE Funds collectively owned shares of Class A Common
Stock and Class B Common Stock representing approximately 63% of
the Company’s outstanding voting power.
The board of directors of the Company (the "Board") previously
formed a special committee of independent directors (the "Special
Committee") to evaluate and consider any potential or actual
transaction proposal from the CORE Funds and any other alternative
proposals or other strategic alternatives that may be available to
the Company. The Special Committee is comprised of Messrs. Adam
DeWitt, David Fisher and Peter Leemputte.
The Company understands that the Special Committee is reviewing
the proposal from the CORE Funds, has not made any decisions with
respect to its response to the proposal and has not set a
definitive timetable for the completion of its evaluation of the
proposal. There can be no assurance that any definitive agreement
will result from the proposal submitted by the CORE Funds or that
any transaction will be consummated. The Company and the Special
Committee do not intend to comment further about this proposal
unless and until they deem that further disclosure is
appropriate.
A copy of CORE's proposal letter, dated November 22, 2023, is
available as an exhibit to CORE's statement of beneficial ownership
on Schedule 13D/ A as publicly filed with the United States
Securities and Exchange Commission.
About Fathom Digital Manufacturing
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 some of
the largest and most innovative companies in the world. With more
than 25 quick turn manufacturing processes combined with an
extensive national footprint, Fathom seamlessly blends in-house
capabilities across plastic and metal additive technologies, CNC
machining, injection molding and tooling, sheet metal fabrication,
design and engineering, and more. Fathom has more than 35 years of
industry experience and is at the forefront of the Industry 4.0
digital manufacturing revolution, serving clients in the
technology, defense, aerospace, medical, automotive, IOT sectors,
and others. Fathom's certifications include: ITAR Registered, ISO
9001:2015 Design Certified, ISO 9001:2015, ISO 13485:2016,
AS9100:2016, and NIST 800-171. To learn more, visit
https://fathommfg.com/.
Forward-Looking Statements
Certain statements made in this press release are
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. 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 Fathom Digital Manufacturing Corporation (“Fathom”)
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 to recognize the anticipated benefits of our
business combination with Altimar Acquisition Corp. II; changes in
general economic conditions, including as a result of the COVID-19
pandemic or any future outbreaks of other highly infectious or
contagious disease; the implementation of our optimization plan
could result in greater costs and fewer benefits than we
anticipate; the outcome of litigation related to or arising out of
the 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 business combination; costs related to the business
combination and additional factors discussed in Fathom’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2022,
filed with the Securities and Exchange Commission (the “SEC”) on
April 7, 2023, as amended on May 1, 2023, as well as Fathom’s other
filings with the SEC. If any of the risks described above
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by our
forward-looking statements. There may be additional risks that
Fathom does not presently know or that Fathom currently believes
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect Fathom’s expectations, plans or
forecasts of future events and views as of the date of this press
release. These forward-looking statements should not be relied upon
as representing Fathom’s assessments as of any date subsequent to
the date of this press release. Accordingly, undue reliance should
not be placed upon the forward-looking statements. Fathom
undertakes no obligation to update or revise any forward-looking
statements made by management or on its behalf whether as a result
of future developments, subsequent events or circumstances or
otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20231126589377/en/
Vanessa Winter, Vice President, Ellipsis Investor Relations
Fathom Digital Manufacturing investors@fathommfg.com
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