ATCO-I Atlas Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

Atlas Corp.

(Name of the Issuer)

Atlas Corp.

Poseidon Acquisition Corp.

Poseidon Merger Sub, Inc.

David L. Sokol

Fairfax Financial Holdings Limited

The Second 810 Holdco Ltd.

Fairfax (Barbados) International Corp.

Wentworth Insurance Company Ltd.

The Sixty Three Foundation

Odyssey Group Holdings, Inc.

Odyssey Reinsurance Company

Odyssey Reinsurance (Barbados) Ltd.

Newline Corporate Name Limited

Hudson Insurance Company

Hilltop Specialty Insurance Company

Allied World Assurance Company, Ltd

Allied World Insurance Company

Allied World Specialty Insurance Company

Allied World Surplus Lines Insurance Company

Allied World Assurance Company, AG

Allied World Assurance Company (Europe) dac

Allied World Assurance Company (U.S.) Inc.

United States Fire Insurance Company

Zenith Insurance Company

Brit Reinsurance (Bermuda) Limited

Brit UW Limited

TIG Insurance Company

Connemara Reinsurance Company Ltd.

CRC Reinsurance Limited

The North River Insurance Company

Hudson Excess Insurance Company

Deep Water Holdings, LLC

Ocean Network Express Pte. Ltd.

Ocean Network Express Holdings Ltd.

Bing Chen

(Name of Persons Filing Statement)

Common Shares, $0.01 par value per share

(Title of Class of Securities)

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on

Behalf of the Persons Filing Statement)

With copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☐

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on schedule 13e-3. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

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INTRODUCTION

This Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) Atlas Corp., a Marshall Islands corporation (the “Company”), the issuer of common shares, par value $0.01 per share (the “Common Shares”), (b) Poseidon Acquisition Corp., a Marshall Islands corporation (“Poseidon”), (c) Poseidon Merger Sub, Inc., a Marshall Islands corporation and a wholly owned subsidiary of Poseidon (“Merger Sub”), (d) David L. Sokol, Chairman of the Board of Directors of the Company, (e) Fairfax Financial Holdings Limited (“Fairfax”), The Second 810 Holdco Ltd., Fairfax (Barbados) International Corp., Wentworth Insurance Company Ltd., The Sixty Three Foundation, Odyssey Group Holdings, Inc., Odyssey Reinsurance Company, Odyssey Reinsurance (Barbados) Ltd., Newline Corporate Name Limited, Hudson Insurance Company, Hilltop Specialty Insurance Company, Allied World Assurance Company, Ltd, Allied World Insurance Company, Allied World Specialty Insurance Company, Allied World Surplus Lines Insurance Company, Allied World Assurance Company, AG, Allied World Assurance Company (Europe) dac, Allied World Assurance Company (U.S.) Inc., United States Fire Insurance Company, Zenith Insurance Company, Brit Reinsurance (Bermuda) Limited, Brit UW Limited, TIG Insurance Company, Connemara Reinsurance Company Ltd., CRC Reinsurance Limited, The North River Insurance Company and Hudson Excess Insurance Company (collectively, together with Fairfax, the “Fairfax Filing Parties”), (f) Deep Water Holdings, LLC (“Deep Water Holdings”), (g) Ocean Network Express Pte. Ltd. (“ONE”) and Ocean Network Express Holdings Ltd. (“ONE Holdings”) and (h) Bing Chen, President and Chief Executive Officer of the Company.

On August 4, 2022, the Board of Directors of the Company (the “Board”) received a non-binding proposal letter (the “Proposal Letter”) from Poseidon to purchase all of the outstanding common shares, par value $0.01 per share, of the Company (the “Common Shares”) not presently owned by any of the Fairfax Filing Parties, Deep Water Holdings and certain of its affiliates (“Washington”) and Mr. Sokol (such transaction, the “Proposed Transaction”) for $14.45 per Target Share (as defined below) in cash. Mr. Sokol, Fairfax and Washington collectively beneficially own 69.8% of the outstanding Common Shares. Poseidon is an entity owned by Mr. Sokol, Fairfax and Washington (together with ONE, the “Consortium”).

After receiving the Proposal Letter, the Board formed a special committee (the “Special Committee”) consisting solely of independent and disinterested members of the Board to, among other things, consider and evaluate the Proposed Transaction.

On October 31, 2022, acting on the unanimous recommendation of the Special Committee, the Board unanimously approved, and the Company entered into, an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Poseidon and Merger Sub. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation in the merger (the “Merger”). At the effective time of the Merger (the “Effective Time”), each Common Share outstanding immediately prior to the Effective Time (other than Common Shares owned by any of the Fairfax Filing Parties, Washington, Mr. Sokol and some or all of the Common Shares held by Mr. Chen (subject to determination by Mr. Chen prior to the Effective Time) (the “Rollover Shares”) to be contributed to Poseidon pursuant to the Rollover Agreements (as defined below), Common Shares owned by the Company or any wholly-owned subsidiary of the Company, and any of the Restricted Shares (as defined below)) (the “Target Shares”) will be automatically converted into the right to receive the merger consideration of $15.50 in cash per Common Share, without interest (the “Merger Consideration”).

Each preferred share issued and outstanding immediately prior to the Effective Time will be unaffected by the Merger, will remain outstanding and no consideration will be delivered in respect thereof. The Company’s Series D 7.95% Cumulative Redeemable Perpetual Preferred Shares, par value of $0.01 per share, the Company’s Series H 7.875% Cumulative Redeemable Perpetual Preferred Shares, par value of $0.01 per share, and the Company’s Series I Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares, par value of $0.01 per share, are expected to continue to trade on the New York Stock Exchange immediately following the completion of the Merger.

At the Effective Time, pursuant to the Merger Agreement, each restricted stock unit (an “RSU”) and phantom share unit award granted under the Company’s equity incentive plans will, to the extent outstanding as of immediately prior to the Effective Time, with respect to each RSU or phantom share unit (as applicable) subject thereto, automatically be canceled and converted solely into the right of the holder thereof to receive, (i) in the case of any RSU or phantom share unit (as applicable) that is vested as of the Effective Time (which for clarity, includes all outstanding phantom share units of the Company), a cash payment, without interest, in an amount equal to the Merger Consideration plus the value of any dividend-equivalent right payments accrued but not yet paid with respect to such RSU or phantom share unit as of the Effective Time, to be paid on or within five days following the Closing; and (ii) in the case of any RSU that remains subject to one or more unsatisfied vesting conditions as of the Effective Time, at the time at which such RSU would have been settled in Common Shares by its terms (as in effect immediately prior to the Effective Time), a cash payment, without interest, in an amount equal to the Merger Consideration, plus the value of any dividend-equivalent right payments accrued but not yet paid with respect to such RSU as of the Effective Time. At the Effective Time, pursuant to the Merger Agreement, each option to purchase Common Shares granted under the Company’s incentive plans (an “Option”), to the extent outstanding as of immediately prior to the Effective Time, will automatically be canceled and converted solely into the right of the holder thereof to receive (i) if such Option is vested as of the Effective Time, a cash payment, without interest, in an amount equal to the amount by which the Merger Consideration exceeds the exercise price per Common Share of such Option, to be paid on or within five days following the Closing, or (ii) if such Option remains subject to one or more unsatisfied vesting conditions as of the Effective Time, the right to receive, at the time at which such Option would have become vested by its terms (as in effect immediately prior to the Effective Time), a cash payment, without interest, in an amount equal to the amount by which the Merger Consideration exceeds the exercise price per Common Share of such Option. At the Effective Time, pursuant to the Merger Agreement, each Common Share granted under the Company’s incentive plans that remains subject to one or more unsatisfied vesting or vesting-equivalent forfeiture or repurchase conditions (a “Restricted Share”), other than any Rollover Shares, will automatically be canceled and converted solely into the right of the holder thereof to receive, at the time at which such Restricted Share would have vested by its terms (as in effect immediately prior to the Effective Time), a cash payment, without interest, in an amount equal to the Merger Consideration, plus the value of any dividend-equivalent right payments accrued but not yet paid with respect to such Restricted Share as of the Effective Time.

Concurrently with the execution of the Merger Agreement, Poseidon and the holders of the Rollover Shares entered into certain rollover and contribution agreements (the “Rollover Agreements”), pursuant to which such holders will contribute to Poseidon the number of Common Shares set forth therein in exchange for a number of Poseidon common shares equal to the number of Common Shares contributed. Additionally, concurrently with the execution of the Merger Agreement, and as a condition and inducement to the Company’s willingness to enter into the Merger Agreement, ONE, Deep Water Holdings and Mr. Sokol entered into equity commitment letters with Poseidon, pursuant to which such persons have committed, subject only to the terms and conditions set forth therein, to provide Poseidon with equity financing in an aggregate amount of $1.605 billion to complete the Merger and the related transactions.

The Merger Agreement and the terms of the transactions contemplated thereby, including the Merger, were negotiated on behalf of the Company by the Special Committee, with the assistance of the Special Committee’s financial advisor and its legal advisors. The Special Committee unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, the Unaffiliated Shareholders (as defined in the Merger Agreement), and recommended that the Board (i) determine that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Unaffiliated Shareholders, (ii) declare the Merger Agreement and the transactions contemplated thereby, including the Merger, advisable, (iii) authorize and approve the Merger Agreement, the execution and delivery by the Company of the Merger Agreement, the performance by the Company of the covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein and

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(iv) recommend that the holders of Common Shares (the “Common Shareholders”) vote to approve and adopt the Merger Agreement in accordance with the Business Corporations Act of the Republic of the Marshall Islands.

In determining whether to make its recommendation, the Special Committee considered, among other things, the opinion of Morgan Stanley & Co. LLC (“Morgan Stanley”), the financial advisor to the Special Committee, to the effect that, as of October 31, 2022, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in Morgan Stanley’s written opinion, the Merger Consideration to be received by the Unaffiliated Shareholders pursuant to the Merger Agreement was fair, from a financial point of view, to the Unaffiliated Shareholders.

Based on the recommendation of the Special Committee, the Board unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and resolved to recommend that the Common Shareholders vote to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Merger Proposal”).

The Company is calling its annual meeting of shareholders (the “Annual Meeting”) for the purpose, among other things, of voting on the adoption and approval of the Merger Proposal. The Merger cannot be completed without the approval of the Merger Proposal by the affirmative vote of holders of at least (x) a majority of the voting power of the issued and outstanding Common Shares beneficially owned by the Unaffiliated Shareholders and (y) a majority of the voting power of the issued and outstanding Common Shares entitled to vote thereon at the Annual Meeting or any adjournment or postponement thereof. Pursuant to voting and support agreements entered into at the time of execution of the Merger Agreement by Poseidon (on the one hand) and each of Mr. Sokol, the Fairfax Filing Parties and Washington (on the other hand), such parties agreed to cause all Common Shares owned beneficially or of record by them to be voted in favor of the Merger Proposal.

The consummation of the Merger is also subject to certain other conditions, including (i) obtaining certain specified third-party consents, (ii) the receipt of required regulatory approvals, (iii) the absence of any law or order that is in effect and enjoins, restrains, or otherwise prohibits the consummation of the Merger, (iv) the accuracy of the representations and warranties of Poseidon and Merger Sub, on the one hand, and of the Company, on the other hand, as contained in the Merger Agreement (subject to certain materiality qualifiers, as applicable), (v) the absence of a material adverse effect on the Company, and (vi) compliance by Poseidon and Merger Sub, on the one hand, and by the Company, on the other hand, in all material respects with the obligations required to be performed by them or it under the Merger Agreement on or prior to the closing date of the Merger.

The Company will make available to its shareholders a proxy statement (the “Proxy Statement,” a preliminary copy of which is attached as Exhibit (a)—(1) to this Transaction Statement), relating to the Annual Meeting, at which the Common Shareholders will consider and vote upon the Merger Proposal. A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference.

Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion.

All information concerning the Company contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by the Company. Similarly, all information concerning each Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person. No Filing Person is responsible for the accuracy of any information supplied by any other Filing Person.

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Regulation M-A, Item 1001

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger and the Annual Meeting”

Regulation M-A, Item 1002

“Summary Term Sheet—Parties to the Merger”

“Security Ownership of Atlas Management and Certain Beneficial Owners”

“Market Price and Dividend Information”

“Market Price and Dividend Information”

“Information Concerning the Company—Transactions in the Common Shares”

“Information Concerning the Company—Transactions in the Common Shares”

“Information Concerning Poseidon, Merger Sub and the Consortium—Transactions in the Common Shares”

Regulation M-A, Item 1003(a)-(c)

“Summary Term Sheet”

“Information Concerning the Company”

“Information Concerning Poseidon, Merger Sub and the Consortium”

“Summary Term Sheet”

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“Information Concerning the Company”

“Information Concerning Poseidon, Merger Sub and the Consortium”

“Information Concerning the Company”

“Information Concerning Poseidon, Merger Sub and the Consortium”

Regulation M-A, Item 1004(a), (c)-(f)

“Summary Term Sheet”

“Questions and Answers about the Merger and the Annual Meeting”

“Special Factors”

“The Annual Meeting”

“The Merger Proposal”

“The Merger Agreement”

“The Rollover Agreement”

“The Equity Commitment Letters”

“The Voting and Support Agreements”

“The Joint Bidding Agreement”

“U.S. Federal Income Tax Considerations of the Merger”

“Annex A: Agreement and Plan of Merger”

Not required by Schedule 13E-3.

“Summary Term Sheet”

“Questions and Answers about the Merger and the Annual Meeting”

“Special Factors”

“The Merger Agreement”

“The Rollover Agreement”

“The Equity Commitment Letters”

“The Voting and Support Agreements”

“The Joint Bidding Agreement”

“Annex A: Agreement and Plan of Merger”

“Summary Term Sheet—No Appraisal Rights”

“Questions and Answers about the Merger and the Annual Meeting”

“Special Factors—No Appraisal Rights”

“Summary Term Sheet—Provisions for Unaffiliated Security Holders”

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“Special Factors—Provisions for Unaffiliated Security Holders”

Not applicable.

Regulation M-A, Item 1005(a)-(c), (e)

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Positions of the Consortium and Mr. Chen as to the Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Consortium and Mr. Chen for the Merger”

“Security Ownership of Atlas Management and Certain Beneficial Owners”

“Information Concerning Poseidon, Merger Sub and the Consortium”

“Where You Can Find More Information”

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Positions of the Consortium and Mr. Chen as to the Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Consortium and Mr. Chen for the Merger”

“The Merger Agreement”

“Information Concerning Poseidon, Merger Sub and the Consortium”

“Where You Can Find More Information”

“Annex A: Agreement and Plan of Merger”

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendations of the Special Committee”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Positions of the Consortium and Mr. Chen as to the Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Consortium and Mr. Chen for the Merger”

“The Merger Agreement”

“Information Concerning Poseidon, Merger Sub and the Consortium”

“Where You Can Find More Information”

“Annex A: Agreement and Plan of Merger”

Not required by Schedule 13E-3.

“Summary Term Sheet”

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“Questions and Answers about the Merger and the Annual Meeting”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Positions of the Consortium and Mr. Chen as to the Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Consortium and Mr. Chen for the Merger”

“The Annual Meeting”

“The Merger Proposal”

“The Merger Agreement”

“The Rollover Agreements”

“The Voting and Support Agreements”

“The Joint Bidding Agreement”

“Information Concerning the Company”

“Information Concerning Poseidon, Merger Sub and the Consortium”

“Security Ownership of Atlas Management and Certain Beneficial Owners”

“Where You Can Find More Information”

“Annex A: Agreement and Plan of Merger”

Regulation M-A, Item 1006(b), (c)(1)-(8)

Not required by Schedule 13E-3.

“Summary Term Sheet—Effects of the Merger”

“Questions and Answers about the Merger and the Annual Meeting”

“Special Factors—Effects of the Merger”

“Special Factors—Reasons for the Merger; Recommendations of the Special Committee”

“Special Factors—Purposes and Reasons of the Consortium and Mr. Chen for the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“The Merger Agreement”

“Annex A: Agreement and Plan of Merger”

“Summary Term Sheet”

“Questions and Answers about the Merger and the Annual Meeting”

“Special Factors—Background of the Merger”

“Special Factors—Effects of the Merger”

“Special Factors—Reasons for the Merger; Recommendations of the Special Committee”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Delisting and Deregistration of Common Shares”

“The Merger Agreement”

“Market Price and Dividend Information”

“Information Concerning Poseidon, Merger Sub and the Consortium”

“Annex A: Agreement and Plan of Merger”

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Regulation M-A, Item 1013

“Special Factors—Effects of the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendations of the Special Committee”

“Special Factors—Positions of the Consortium and Mr. Chen as to the Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Consortium and Mr. Chen for the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendations of the Special Committee”

“Special Factors—Positions of the Consortium and Mr. Chen as to the Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Consortium and Mr. Chen for the Merger”

“Summary Term Sheet”

“Special Factors—Effects of the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendations of the Special Committee”

“Special Factors—Opinion of the Financial Advisor to the Special Committee”

“Special Factors—Positions of the Consortium and Mr. Chen as to the Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Consortium and Mr. Chen for the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Summary Term Sheet”

“Questions and Answers about the Merger and the Annual Meeting”

“Special Factors—Effects of the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendations of the Special Committee”

“Special Factors—Opinion of the Financial Advisor to the Special Committee”

“Special Factors—Positions of the Consortium and Mr. Chen as to the Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Consortium and Mr. Chen for the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—U.S. Federal Income Tax Considerations of the Merger”

“The Merger Agreement”

“U.S. Federal Income Tax Considerations of the Merger”

“Delisting and Deregistration of Common Shares”

“Annex A: Agreement and Plan of Merger”

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Regulation M-A, Item 1014

“Summary Term Sheet”

“Questions and Answers about the Merger and the Annual Meeting”

“Special Factors—Effects of the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendations of the Special Committee”

“Special Factors—Opinion of the Financial Advisor to the Special Committee”

“Special Factors—Positions of the Consortium and Mr. Chen as to the Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Consortium and Mr. Chen for the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“The Merger Agreement”

“Summary Term Sheet”

“Questions and Answers about the Merger and the Annual Meeting”

“Special Factors—Effects of the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendations of the Special Committee”

“Special Factors—Opinion of the Financial Advisor to the Special Committee”

“Special Factors—Positions of the Consortium and Mr. Chen as to the Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Consortium and Mr. Chen for the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“The Merger Agreement”

“Summary Term Sheet”

“Questions and Answers about the Merger and the Annual Meeting”

“Special Factors—Reasons for the Merger; Recommendations of the Special Committee”

“The Annual Meeting”

“The Merger Agreement—Conditions to Completion of the Merger”

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendations of the Special Committee”

“Special Factors—Opinion of the Financial Advisor to the Special Committee”

“Special Factors—Positions of the Consortium and Mr. Chen as to the Fairness of the Merger”

“Summary Term Sheet”

“Questions and Answers about the Merger and the Annual Meeting”

“Special Factors—Background of the Merger”

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“Special Factors—Reasons for the Merger; Recommendations of the Special Committee”

“Special Factors—Background of the Merger”

Regulation M-A, Item 1015

“Summary Term Sheet—Opinion of Morgan Stanley & Co. LLC—Financial Advisor to the Special Committee”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendations of the Special Committee”

“Special Factors—Opinion of the Financial Advisor to the Special Committee”

“Special Factors—Unaudited Financial Projections of the Company”

“Special Factors—Preliminary Presentation Materials of Citigroup Global Markets Singapore Pte. Ltd. Provided to the ONE Board”

“The Merger Agreement”

“Annex B: Opinion of Morgan Stanley & Co. LLC”

“Summary Term Sheet—Opinion of Morgan Stanley & Co. LLC—Financial Advisor to the Special Committee”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendations of the Special Committee”

“Special Factors—Opinion of the Financial Advisor to the Special Committee”

“Special Factors—Unaudited Financial Projections of the Company”

“Special Factors—Preliminary Presentation Materials of Citigroup Global Markets Singapore Pte. Ltd. Provided to the ONE Board”

“The Merger Agreement”

“Annex B: Opinion of Morgan Stanley & Co. LLC”

Regulation M-A, Item 1007

“Summary Term Sheet”

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“Special Factors—Background of the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Estimated Fees and Expenses”

“The Equity Commitment Letters”

“The Joint Bidding Agreement”

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Estimated Fees and Expenses”

“The Merger Agreement”

“The Equity Commitment Letters”

“Annex A: Agreement and Plan of Merger”

“Summary Term Sheet”

“Special Factors—Estimated Fees and Expenses”

“Special Factors—Opinion of the Financial Advisor to the Special Committee”

“The Merger Agreement—Termination”

“The Merger Agreement—Termination Fee”

“The Joint Bidding Agreement”

Regulation M-A, Item 1008

“Special Factors—Interests of Certain Persons in the Merger”

“Security Ownership of Atlas Management and Certain Beneficial Owners”

“Information Concerning the Company—Transactions in the Common Shares”

“Information Concerning Poseidon, Merger Sub and the Consortium—Transactions in the Common Shares”

“Security Ownership of Atlas Management and Certain Beneficial Owners”

Regulation M-A, Item 1012(d)-(e)

Not required by Schedule 13E-3.

Not required by Schedule 13E-3.

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Not required by Schedule 13E-3.

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendations of the Special Committee”

“Special Factors—Positions of the Consortium and Mr. Chen as to the Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Consortium and Mr. Chen for the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“The Annual Meeting”

“The Merger Proposal”

“The Merger Agreement”

“The Rollover Agreements”

“The Voting and Support Agreements”

“Annex A: Agreement and Plan of Merger”

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendations of the Special Committee”

“Special Factors—Positions of the Consortium and Mr. Chen as to the Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Consortium and Mr. Chen for the Merger”

“Special Factors—Interests of Certain Persons in the Merger”

“The Annual Meeting”

“The Merger Proposal”

“The Merger Agreement”

“Annex A: Agreement and Plan of Merger”

Regulation M-A, Item 1010(a)-(b)

“Information Concerning the Company—Selected Historical Financial Data”

“Where You Can Find More Information”

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Regulation M-A, Item 1009

“Summary Term Sheet”

“Questions and Answers about the Merger and the Annual Meeting”

“Special Factors—Opinion of the Financial Advisor to the Special Committee”

“Special Factors—Interests of Certain Persons in the Merger”

“Special Factors—Estimated Fees and Expenses”

“The Annual Meeting”

“Special Factors—Interests of Certain Persons in the Merger”

“Information Concerning the Company”

“Information Concerning Poseidon, Merger Sub and the Consortium”

Regulation M-A Item 1011(b)-(c)

Not required by Schedule 13E-3.

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ITEM 16. EXHIBITS

Regulation M-A, Item 1016(a)-(d), (f)-(g)

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SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of December 6, 2022

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