Important Statement Regarding Information in this Letter
The information contained herein must be treated in a confidential manner and may not be reproduced or used in whole or in part, and it may not be disclosed in whole or in part without the prior written consent of Dyal and Neuberger Berman.
Forward Looking Statements
Certain statements made in this communication, and oral statements made from time to time by representatives of Dyal and Neuberger Berman 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 future events or outcomes, including the potential business combination transaction and expectations with respect thereto, 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, results or outcomes, 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.
In addition to factors previously disclosed in the registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by Altimar Acquisition Corporation (“Altimar”) on January 4, 2021 in connection with the business combination transaction among Altimar, Owl Rock and Dyal, and those identified elsewhere in this communication, important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) the risk that requisite regulatory, corporate and other approvals and consents for the potential transaction are not obtained or are delayed or the risk that any other condition to closing is not timely satisfied; (ii) the inability to recognize the anticipated benefits of the proposed combination; (iii) delays in closing the transaction or the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement or could otherwise cause the transactions contemplated therein to fail to close; (iv) difficulties, delays or unanticipated costs in integrating the operations or personnel of Owl Rock and Dyal; (v) unexpected costs resulting from the transaction; (vi) changes in general economic conditions, including as a result of the COVID-19 pandemic; (vii) the outcome of litigation related to or arising out of the business combination transaction, or any adverse developments therein or delays or costs resulting therefrom; (viii) the ability to meet the New York Stock Exchange’s listing standards following the consummation of the transactions contemplated by the proposed business combination; and (ix) regulatory conditions and developments. Forward-looking statements speak only as of the date they are made, and neither Dyal nor Neuberger Berman undertakes any obligation, and Dyal and Neuberger Berman expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports which the parties have filed or will file from time to time with the SEC with respect to the transaction.
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction involving Altimar, Owl Rock and Dyal. Altimar has filed a registration statement on Form S-4 with the SEC on January 4, 2021, which includes a proxy statement and a prospectus of Altimar, and each party may file other documents with the SEC regarding the proposed transaction. The registration statement is not yet final and will be amended. 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 definitive 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 www.altimarspac.com. Alternatively, these documents, when available, can be obtained free of charge from Altimar upon written request to Altimar Acquisition Corp., 40 West 57th Street, New York, New York 10019, Attn: Secretary, or by calling 212-287-6767.
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