INTRODUCTION
This Amendment No. 3 to the Transaction Statement on Schedule 13E-3 (this Amended Transaction
Statement) is being filed with the U.S. Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), jointly by the
following persons (each, a Filing Person, and collectively, the Filing Persons): (1) Fathom Digital Manufacturing Corporation, a Delaware corporation (Fathom or the
Company) and the issuer of the common stock, par value $0.0001 per share (the Class A Common Stock) that is the subject of the Rule 13e-3 transaction;
(2) Fathom Holdco, LLC, a Delaware limited liability company (OpCo LLC); (3) Fathom Digital Manufacturing Topco, LLC, a Delaware limited liability company (Topco); (4) Fathom Digital Manufacturing
Intermediate, LLC, a Delaware limited liability company (Parent); (5) Fathom Digital Manufacturing Merger Sub, Inc., a Delaware corporation (Company Merger Sub); (6) Fathom Digital Manufacturing Merger
Sub 2, LLC, a Delaware limited liability company (LLC Merger Sub); (7) CORE Industrial Partners Fund I, L.P., a Delaware limited partnership (CORE Fund I); (8) CORE Industrial Partners Fund I Parallel,
L.P., a Delaware limited partnership (CORE Fund I Parallel); (9) CORE Industrial Partners GP I, LLC, a Delaware limited liability company (CORE Fund I GP), the general partner of each of CORE Fund I and
CORE Fund I Parallel; (10) CORE Industrial Partners Fund III, L.P., a Delaware limited partnership (CORE Fund III); (11) CORE Industrial Partners Fund III Parallel, L.P. (CORE Fund III Parallel);
(12) CORE Industrial Partners GP III, L.P., a Delaware limited partnership (CORE Fund III GP) and the general partner of each of CORE Fund III and CORE Fund III Parallel; (13) CORE Industrial Partners, LLC, a Delaware
limited liability company (CORE); and (14) John R. May.
This Amended Transaction Statement relates to that certain Agreement
and Plan of Merger, dated as of February 16, 2024 (including all exhibits and documents attached thereto, and as it may be amended, supplemented or modified, from time to time in accordance with its terms, the Merger
Agreement), by and among Parent, Company Merger Sub, LLC Merger Sub, the Company and OpCo LLC. The Merger Agreement provides that, subject to the terms and conditions set forth therein, Company Merger Sub will merge with and into Fathom
(the Merger), with Fathom surviving the Merger and becoming a wholly owned subsidiary of Parent.
At the effective time of the Merger
(the Effective Time), each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time, other than certain excluded shares pursuant to the terms of the Merger Agreement, shall be cancelled and
extinguished and automatically converted into and shall thereafter represent only the right to receive an amount in cash equal to $4.75 per share of Class A Common Stock (the Merger Consideration), payable to the holder
thereof, without interest, subject to and in accordance with the terms of the Merger Agreement. Upon completion of the Merger, the Unaffiliated Stockholders will no longer have an equity interest in Fathom and the Class A Common Stock will no
longer be publicly traded.
In connection with entering into the Merger Agreement, on February 16, 2024, Fathom entered into a support agreement with
Parent, CORE Fund I and CORE Fund I Parallel (the Support Agreement). Pursuant to the Support Agreement, CORE Fund I and CORE Fund I Parallel, among other things, agreed to vote all of their shares of Company Class A Common
Stock and Company Class B Common Stock in favor of the adoption of the Merger Agreement and the approval of the Merger, subject to the terms and conditions set forth therein.
The Fathom Board of Directors (the Fathom Board) formed a special committee of the Board comprised solely of independent and
disinterested directors of Fathom (the Special Committee) to, among other things, review, evaluate and negotiate the Merger Agreement and the Merger, and other alternatives available to Fathom. The Special Committee, as more fully
described in the Proxy Statement (as defined below), evaluated the Merger, with the assistance of its own independent financial and legal advisors. After careful consideration, the Special Committee, pursuant to resolutions adopted at a meeting of
the Special Committee held on February 15, 2024, unanimously (1) determined the terms and conditions of the Merger Agreement and the Transactions, including the Merger, to be advisable and fair to, and in the best interest of, the Company and
the Companys stockholders, including the Unaffiliated Stockholders, and (2) recommended that the Fathom Board approve the Merger Agreement and the Transactions, including the Merger, and submit and recommend the Merger Agreement to the
Companys stockholders for approval and adoption thereby.
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