CORE Industrial Partners Fund I Parallel, L.P., Core Industrial Partners Fund I, L.P., managed by CORE Industrial Partners, LLC and its affiliated investment vehicles submits a non-binding proposal to acquire remining 37.23% stake in Fathom Digital Manufacturing Corporation (NYSE:FATH) for $11.4 million on November 22, 2023. CORE Industrial Partners Fund I Parallel, L.P., Core Industrial Partners Fund I, L.P., managed by CORE Industrial Partners, LLC and its affiliated investment vehicles entered into an agreement to acquire remining 37.23% stake in Fathom Digital Manufacturing Corporation (NYSE:FATH) for $46.2 million on February 16, 2024. CORE will acquire remaining stake in $4.50 per share in cash. Under the terms of the merger agreement as of February 16, 2024, CORE will acquire remaining stake in $4.75 per share in cash. CORE expects that the Special Committee will consider the Proposal in consultation with independent financial and legal advisors and make a recommendation to the Board with respect to the transaction contemplated by the Proposal. FATH will be required to pa a termination fee of $813,771 in case of termination of the transaction under certain circumstances.

The CORE Funds expect any transaction to be subject to the express approval and affirmative recommendation of the Special Committee. This Proposal has been approved by the investment committee of the CORE Funds, which has expressly empowered us to make this Proposal as an acquirer of the Company?s capital stock. The transaction will be subject to customary closing conditions, including successfully obtaining all required stockholder and regulatory approvals. Subject to final approval of Fathom Digital Manufacturing investment committee, the CORE Funds have obtained all required internal approvals for the transaction. No additional approvals will be required to consummate the transaction. Fathom Digital Manufacturing board of directors unanimously approved the transaction. The board of directors of CORE have approved the transaction. Edward J. Lee and Carlo Zenkner of Kirkland & Ellis LLP acted as legal advisor to CORE. Jason D. Osborn of Winston & Strawn LLP and Michael A. Nemeroff of Vedder Price P.C. acted as legal advisors to Fathom Digital Manufacturing. Kroll, LLC acted as fairness opinion provider to Fathom Digital Manufacturing. Continental Stock Transfer & Trust Company acted as transfer agent to Fathom.