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`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
`
`SCHEDULE 14A
`(RULE 14a-101)
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`PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
`SECURITIES
`EXCHANGE ACT OF 1934
`
`Filed by the Registrant   ☒
`
`Filed by a Party other than the Registrant   ☐
`
`Preliminary Proxy Statement
`
`Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
`
`Check the appropriate box:
`☐
`☐
`☒
`☐
`☐
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`Definitive Proxy Statement
`
`Definitive Additional Materials
`
`Soliciting Material Pursuant to §240.14a-12
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`IMPAX LABORATORIES, INC.
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`(Name of Registrant as Specified In Its Charter)
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`(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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`Payment of Filing Fee (Check the appropriate box):
`
`☒
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`☐
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`☐
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`☐
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`No fee required.
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`Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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`(1)
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`Title of each class of securities to which transaction applies:
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`(2)
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`Aggregate number of securities to which transaction applies:
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`(3)
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`Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
`filing fee is calculated and state how it was determined):
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`(4)
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`Proposed maximum aggregate value of transaction:
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`(5)
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`Total fee paid:
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`Fee paid previously with preliminary materials.
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`Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
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`  previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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`Amount Previously Paid:
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`Form, Schedule or Registration Statement No.:
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`Filing Party:
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`Date Filed:
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`February 12, 2018
`
`Dear Impax Stockholders:
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`
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`LETTER TO STOCKHOLDERS OF IMPAX
`
`The board of directors of Impax Laboratories, Inc. (“Impax”) and the board of managers of Amneal Pharmaceuticals LLC (“Amneal”) recently agreed
`to combine the generics and specialty pharmaceutical business of Impax with the generic drug development and manufacturing business of Amneal in a
`transaction that represents an opportunity to create a new generics company, pursuant to the Business Combination Agreement (the “BCA”), dated as of
`October 17, 2017, among Impax, Amneal, Atlas Holdings, Inc., a direct wholly owned subsidiary of Impax ( “Holdco”) and K2 Merger Sub Corporation, a
`direct wholly owned subsidiary of Holdco (“Merger Sub”), as amended on November 21, 2017 and December 16, 2017, and the transactions contemplated
`thereby (the “Combination”).
`
`The Combination includes (i) the merger of Impax with Merger Sub with Impax surviving the merger as a direct wholly owned subsidiary of Holdco
`(the “Impax Merger”), (ii) the conversion of the surviving corporation of the Impax Merger into a Delaware limited liability company, (iii) the contribution
`by Holdco of all of the equity interests of Impax to Amneal in exchange for certain equity interests of Amneal and (iv) the issuance by Holdco of shares
`of its Class B common stock to the existing members of Amneal (the “Existing Amneal Members”).
`
`Following completion of the Combination, the combined businesses will operate under Holdco as a new holding company, which will be renamed
`Amneal Pharmaceuticals, Inc. (“New Amneal”). In connection with the Combination, each share of common stock of Impax will be converted into the right
`to receive one share of New Amneal Class A common stock. Holders of Impax common stock (“Impax Stockholders”) immediately prior to the
`Combination will collectively hold approximately 25%, and the Existing Amneal Members will hold approximately 75%, of the voting and economic
`interests in the combined businesses of Impax and Amneal under New Amneal. Following the closing of the Combination and the PIPE Investment (as
`described on pages 5 -6 of the enclosed combined proxy statement/prospectus), it is expected that the Existing Amneal Members will hold approximately
`60% of the voting power of the outstanding shares of New Amneal common stock (the “New Amneal Shares”) and TPG Improv Holdings, L.P. and other
`institutional investors will hold approximately 15% of the voting power of the outstanding New Amneal Shares.
`
`We are excited about the Combination and the opportunities that it presents, and we invite you to a special meeting of Impax Stockholders (the
`“Special Meeting”) to be held on March 27, 2018 at 9:00 a.m. local time, at the Bridgewater Marriott Hotel located at 700 Commons Way, Bridgewater, New
`Jersey 08807, to vote on matters relating to the Combination.
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`You are being asked to consider and vote on the following proposals:
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`  a proposal to adopt the BCA and thereby approve the Combination (the “Combination Proposal”);
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`  a proposal to approve, on a non-binding advisory basis, the compensatory arrangements between Impax and certain Impax executive officers
`relating to the Combination that are disclosed in the section entitled “The Special Meeting—Vote Required and Impax Board
`Recommendation—Compensation Proposal” beginning on page 68 of the enclosed combined proxy statement/prospectus;
`
`  a proposal to approve and adopt the Atlas Holdings, Inc. 2018 Incentive Award Plan; and
`
`  a proposal to approve any motion to adjourn the Special Meeting, if necessary or appropriate, (i) due to the absence of a quorum, (ii) to
`prevent a violation of applicable law, (iii) to provide to Impax
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`Stockholders any supplement or amendment to the combined proxy statement/prospectus and/or (iv) to solicit additional proxies if Impax
`reasonably determines that it is advisable or necessary to do so in order to obtain Impax Stockholder approval of the Combination Proposal.
`
`IMPAX’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS DESCRIBED ABOVE.
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`The Combination cannot be completed unless you vote to adopt the BCA and thereby approve the Combination. Approval of the Combination
`Proposal is a condition to the consummation of the Combination; the failure to adopt the other proposals will have no impact on the consummation of the
`Combination.
`
`More information about the Combination and the proposals described above is contained in the enclosed combined proxy statement/prospectus.
`We urge you to read this document, including the Annexes and the documents incorporated by reference, carefully and in full. In particular, we urge
`you to read the section entitled “Risk Factors” beginning on page 27 of the enclosed combined proxy statement/prospectus.
`
`The close of business on February 9, 2018 has been fixed as the record date for determining the Impax Stockholders entitled to receive notice of and
`to vote at the Special Meeting.
`
`We look forward to seeing you at the Special Meeting and appreciate your support at this key moment for our company.
`
`Best regards,
`
`Paul M. Bisaro
`President and Chief Executive Officer
`
`
`
`Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions
`in the enclosed combined proxy statement/prospectus.
`
`Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Combination, the
`adoption of the BCA, the issuance of New Amneal Shares in connection with the Combination, or any other transaction described in the enclosed
`combined proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary
`is a criminal offense.
`
`The enclosed combined proxy statement/prospectus is dated February 12, 2018, and is first being mailed to Impax Stockholders on or about
`February 13, 2018.
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`NOTICE OF SPECIAL MEETING
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`Important Notice Regarding the Special Meeting to be held on March 27, 2018
`
`A Special Meeting of the holders of Impax Laboratories, Inc. (“Impax”) common stock (the “Impax Stockholders”) will be held on March 27, 2018, at
`9:00 a.m. local time at the Bridgewater Marriott Hotel located at 700 Commons Way, Bridgewater, New Jersey 08807, for the following purposes:
` 
`1.
`
`To consider and vote upon a proposal to adopt the Business Combination Agreement, dated as of October 17, 2017 (the “BCA”), by and among
`Amneal Pharmaceuticals LLC (“Amneal”), Atlas Holdings, Inc. (“Holdco”), K2 Merger Sub Corporation (“Merger Sub”) and Impax, as amended on
`November 21, 2017 and December 16, 2017, and thereby approve the transactions contemplated thereby (the “Combination Proposal”);
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`2.
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`3.
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`4.
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`To consider and vote upon a proposal to approve, on a non-binding advisory basis, certain compensatory arrangements between Impax and
`certain named Impax executive officers relating to the Combination that are described in the section entitled “The Special Meeting—Vote Required
`and Impax Board Recommendation—Compensation Proposal” beginning on page 68 of the enclosed combined proxy statement/prospectus (the
`“Compensation Proposal”);
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`To consider and vote upon a proposal to approve and adopt the Atlas Holdings, Inc. 2018 Incentive Award Plan; and
`
`To consider and vote upon a proposal to approve any proposal to adjourn the Special Meeting, or any postponement thereof, to another time or
`place if necessary or appropriate (i) due to the absence of a quorum at the Special Meeting, (ii) to prevent a violation of applicable law, (iii) to
`provide to Impax Stockholders any supplement or amendment to the combined proxy statement/prospectus and/or (iv) to solicit additional proxies
`if Impax reasonably determines that it is advisable or necessary to do so in order to obtain Impax Stockholder approval of the Combination
`Proposal.
`
`The board of directors has unanimously determined that the transactions, including the merger of Merger Sub with and into Impax (the “Impax
`Merger”), are in the best interests of and advisable to the Impax Stockholders and recommends that the Impax Stockholders adopt the BCA and thereby
`approve the transactions contemplated by the BCA (the “Combination”), including the Impax Merger. The board of directors made its determination after
`consultation with its legal and financial advisors and consideration of a number of factors.
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`YOUR VOTE IS VERY IMPORTANT!
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`Please promptly vote your shares by telephone, using the Internet, or by signing and returning your proxy in the enclosed envelope if you
`received a printed version.
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`IMPAX’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ITEMS 1, 2, 3 AND 4 ON THE PROXY CARD.
`
`The close of business on February 9, 2018 has been fixed as the record date for determining the Impax Stockholders entitled to receive notice of and
`to vote at the Special Meeting.
`
`This combined proxy statement/prospectus is available at http://investors.impaxlabs.com/Investor-Relations/default.aspx. If you are an Impax
`Stockholder of record, you may access your proxy card by either:
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`•
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`  visiting: www.voteproxy.com, entering the information requested on your computer screen and following the simple instructions, or
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`  calling (in the United States, U.S. territories, and Canada) toll-free (800) 776-9437 on a touch-tone telephone and following the simple
`instructions provided by the recorded message.
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`Subject to space availability, all Impax Stockholders, or their duly appointed proxies, may attend the Special Meeting. Due to seating limitations,
`admission to the Special Meeting will be on a first-come, first-served basis. Registration and seating will begin at 8:15 a.m., local time. Each Impax
`Stockholder will be asked to present valid photo identification issued by a government agency, such as a driver’s license or passport. If you hold
`your outstanding shares of common stock of Impax in your name as a stockholder of record and you wish to attend the Special Meeting, please bring
`evidence of your stock ownership, such as your most recent account statement. If your shares of Impax common stock are held in “street name” in a
`stock brokerage account or by a bank, broker or other holder of record and you wish to attend the Special Meeting, you must obtain a legal proxy from
`the bank, broker or other holder of record and you will need to bring a copy of a bank or brokerage statement to the Special Meeting reflecting your
`stock ownership as of the Record Date.
`
`PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING. IF YOU LATER
`DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ENCLOSED
`COMBINED PROXY STATEMENT/PROSPECTUS. FOR FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED UPON, USE
`OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ENCLOSED COMBINED PROXY
`STATEMENT/PROSPECTUS.
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`Your vote is important. Approval of the Combination Proposal by the Impax Stockholders is a condition to the Combination and requires the
`affirmative vote of the holders of a majority of the Impax Shares outstanding and entitled to vote on the Combination Proposal. Impax Stockholders
`are requested to complete, date, sign and return the enclosed proxy in the envelope provided, which requires no postage if mailed in the United
`States, or to submit their votes electronically via the Internet or by telephone. Simply follow the instructions provided on the enclosed proxy card.
`Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Combination Proposal.
`
`By Order of the Board of Directors,
`
`Mark A. Schlossberg
`Corporate Secretary
`
`
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`ADDITIONAL INFORMATION REGARDING IMPAX
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`The enclosed combined proxy statement/prospectus incorporates by reference important business and financial information about Impax
`Laboratories, Inc. (“Impax”) from documents that are not included in or delivered with the combined proxy statement/prospectus. This information is
`available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in the enclosed combined
`proxy statement/prospectus by requesting them in writing or by telephone at the following address and telephone number.
`
`Impax Laboratories, Inc.
`30831 Huntwood Ave.
`Hayward, CA 94544
`Attention: Investor Relations
`(510) 240-6000
`http://investors.impaxlabs.com/Investor-Relations/default.aspx
`
`In addition, if you have questions about the Combination or the Special Meeting, or if you need to obtain copies of the enclosed combined proxy
`statement/prospectus, proxy card or other documents incorporated by reference in the combined proxy statement/prospectus, you may contact Impax’s
`proxy solicitor at the address and telephone number listed below. You will not be charged for any of the documents you request.
`
`MacKenzie Partners, Inc.
`105 Madison Avenue
`New York, NY 10016
`Toll-free: (800) 322-2885
`Collect: (212) 929-5500
`
`If you would like to request documents, please do so by March 20, 2018, in order to receive them before the Special Meeting.
`
`For a more detailed description of the information incorporated by reference in the enclosed combined proxy statement/prospectus and how you
`may obtain it, see the section entitled “Where You Can Find More Information” beginning on page 259 of the enclosed combined proxy
`statement/prospectus.
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`QUESTIONS AND ANSWERS ABOUT THE COMBINATION AND THE SPECIAL MEETING
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`TABLE OF CONTENTS
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`SUMMARY
`Information About the Parties to the Combination
`The Business Combination Agreement
`Structure of the Combination
`Consideration to Impax Stockholders
`Treatment of Impax Equity Awards
`Special Meeting of Impax Stockholders
`Recommendation of Impax’s Board of Directors and Reasons for the Combination
`Opinion of Financial Advisor
`Governmental Approvals
`Conditions to the Completion of the Combination
`Non-Solicitation by Impax; Competing Proposals; Change of Recommendation
`Termination and Termination Fees
`No Delaware Appraisal Rights
`Material Tax Consequences of the Combination
`Interests of Impax Directors and Executive Officers in the Combination
`Litigation Related to the Combination
`Directors and Executive Officers of New Amneal After the Combination
`Financing Matters
`Accounting Treatment
`Comparison of Stockholders’ Rights
`Stockholders Agreement
`Amneal Limited Liability Company Agreement
`Tax Receivable Agreement
`The Combination is Subject to a Number of Risks
`
`CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
`
`RISK FACTORS
`Risk Factors Relating to the Combination
`Risk Factors Relating to Impax and Impax’s Business
`Risk Factors Relating to Amneal and Amneal’s Business
`Risk Factors Relating to the Combined Company
`
`SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF AMNEAL
`
`SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF IMPAX
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`SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
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`COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL INFORMATION
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`THE SPECIAL MEETING
`Overview
`Date, Time and Place of the Special Meeting
`Proposals
`Record Date; Outstanding Shares; Shares Entitled to Vote
`Attendance
`Quorum
`Vote Required and Impax Board Recommendation
`Voting Your Impax Shares
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`TABLE OF CONTENTS  (cont’d)
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`    
`Voting Shares Held in Street Name
`    
`Revoking Your Proxy
`    
`Share Ownership and Voting by Impax’s Officers and Directors
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`Costs of Solicitation
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`Impax Stockholders Should Not Send in Their Stock Certificates with Their Proxy Cards.
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`Other Business
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`Assistance
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`INFORMATION ABOUT THE PARTIES TO THE COMBINATION
`Impax Laboratories, Inc.
`Amneal Pharmaceuticals LLC
`Atlas Holdings, Inc.
`K2 Merger Sub Corporation
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`THE COMBINATION
`Structure of the Combination
`Consideration
`PIPE Investment
`Background of the Combination
`Recommendation of the Impax Board and Reasons for the Combination
`Board of Managers of Amneal Reasons for the Combination
`Unaudited Forecasted Financial Information
`Opinion of Impax’s Financial Advisor
`Accounting Treatment
`Consent Solicitation and Tender Offer for Impax Convertible Notes
`Delisting and Deregistration of Impax Shares; Listing of New Amneal Shares
`Litigation Relating to the Combination
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`MATERIAL TAX CONSEQUENCES OF THE COMBINATION
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`INTERESTS OF IMPAX DIRECTORS AND OFFICERS IN THE COMBINATION
`Interests of Impax Directors and Executive Officers in the Combination
`Leadership of New Amneal
`Treatment of Outstanding Equity Awards
`Executive Officer Employment Agreements
`Deferred Compensation Plans
`Director and Officer Indemnification
`Further Actions
`Combination-Related Compensation for Impax’s Named Executive Officers
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`ADVISORY VOTE ON COMBINATION-RELATED COMPENSATION FOR IMPAX’S NAMED EXECUTIVE OFFICERS
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`BUSINESS
`Impax Business
`Amneal Business
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`MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF AMNEAL
`Overview
`Results of Operations
`Quantitative and Qualitative Disclosures about Market Risk
`Critical Accounting Policies and Estimates
`Recently Adopted Accounting Pronouncements
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`Recently Issued Accounting Pronouncements
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`Off-Balance Sheet Arrangements
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`TABLE OF CONTENTS  (cont’d)
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`UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
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`NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
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`THE BUSINESS COMBINATION AGREEMENT
`Explanatory Note Regarding the Business Combination Agreement
`Surrender and Payment; Lost Certificates
`Treatment of Impax Equity Incentive Awards
`Treatment of Impax Employee Stock Purchase Plan
`Representations and Warranties
`Operations of Impax and Amneal Pre-Closing
`Solicitation by Impax; Competing Proposals; Change of Recommendation
`Impax Stockholder Meeting
`Governmental Approvals
`Director and Officer Indemnification and Insurance
`Fees and Expenses
`Employee Matters
`Stockholder Litigation
`Financing
`Delisting and Deregistration of Impax Shares
`Listing of New Amneal Shares
`Certain Tax Matters
`Treatment of Impax Convertible Notes
`Conditions to Closing
`Additional Conditions to the Obligations of Impax and Holdco
`Additional Conditions to the Obligations of Amneal
`Termination and Termination Fees
`Remedies
`Amendment of the BCA
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`ANCILLARY AGREEMENTS RELATED TO THE COMBINATION
`Stockholders Agreement
`Amneal LLC Agreement
`Tax Receivable Agreement
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`NEW AMNEAL CAPITAL STOCK
`Authorized Capital Stock
`New Amneal Shares
`New Amneal Preferred Stock
`Exclusive Forum
`Anti-takeover Effects of Provisions of the New Amneal Charter and Bylaws and Other Governing Documents
`Corporate Opportunities and Transactions with Controlling Stockholder
`Transfer Agent and Registrar
`Listing of Common Stock
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`COMPARISON OF STOCKHOLDERS’ RIGHTS
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`BENEFICIAL OWNERSHIP OF IMPAX COMMON SHARES
`Securities Ownership of Executive Officers and Directors
`Securities Ownership of Principal Stockholders
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`BENEFICIAL OWNERSHIP OF AMNEAL VOTING EQUITY
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`DIRECTORS AND EXECUTIVE OFFICERS OF NEW AMNEAL AFTER THE COMBINATION
`Board of Directors
`Committees of the New Amneal Board of Directors
`New Amneal Director Compensation
`Executive Officers of Impax
`Executive Officers of New Amneal
`Executive Compensation of New Amneal
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`AMNEAL RELATED PARTY DISCLOSURES
`Related Party Transactions Involving Mr. Chirag Patel and Mr. 
`
` Chintu Patel
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`ATLAS HOLDINGS, INC. 2018 INCENTIVE AWARD PLAN
`
`NO DELAWARE APPRAISAL RIGHTS
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`LEGAL MATTERS
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`EXPERTS
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`WHERE YOU CAN FIND MORE INFORMATION
`
`INDEX TO AMNEAL PHARMACEUTICALS LLC AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS
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`ANNEX A—BUSINESS COMBINATION AGREEMENT
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`ANNEX B—STOCKHOLDERS AGREEMENT
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`ANNEX C—AMNEAL LLC AGREEMENT
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`ANNEX D—NEW AMNEAL CHARTER
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`ANNEX E—NEW AMNEAL BYLAWS
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`ANNEX F—TAX RECEIVABLE AGREEMENT
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`ANNEX G—COMMITMENT LETTER
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`ANNEX H—OPINION OF MORGAN STANLEY
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`ANNEX I—AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT
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`ANNEX J—PIPE SIDE LETTER
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`ANNEX K—AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENT
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`QUESTIONS AND ANSWERS ABOUT THE COMBINATION AND THE SPECIAL MEETING
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`The following are answers to certain questions that you may have regarding the Special Meeting. Impax urges you to read carefully the
`remainder of this document because the information in this section may not provide all the information that might be important to you in determining
`how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document.
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`  “Amneal” refers to Amneal Pharmaceuticals LLC, a Delaware limited liability company.
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`  “Amneal Board” refers to Amneal’s board of managers.
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`  “Amneal Common Units” refers to the common units of Amneal.
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`  “Amneal Group” refers to the Existing Amneal Members and any of their affiliates, successors and permitted assigns to which any New
`Amneal Shares have been transferred in accordance with the Stockholders Agreement (each an “Amneal Group Member”).
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`  “Amneal Group Representative” refers to Amneal Holdings, LLC, a Delaware limited liability company and the ultimate parent of Amneal.
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`  “BCA” refers to the Business Combination Agreement, dated as of October 17, 2017, among Impax, Amneal, Holdco and Merger Sub, as
`amended on November 21, 2017 and December 16, 2017.
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`  “Class A Common Stock ” refers to shares of Class A common stock of New Amneal.
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`  “Class B Common Stock ” refers to shares of Class B common stock of New Amneal.
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`  “Class B-1 Common Stock” refers to the shares of Class B-1 common stock of New Amneal.
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`  “Closing” refers to the closing of the Combination.
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`  “Closing Date” refers to the date on which the Closing actually occurs.
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`  “Combination” refers to the transactions contemplated by the BCA.
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`  “Combined Company” refers to New Amneal, Amneal, Impax and each of their respective subsidiaries following the consummation of the
`Combination.
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`  “dollars” or “$” refers to U.S. dollars.
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`  “Existing Amneal Members” refers to Amneal Pharmaceuticals Holding Company, LLC, AP Class D Member, LLC, AP Class E Member,
`LLC and AH PPU Management, LLC, each a Delaware limited liability company.
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`  “GAAP” refers to the generally accepted accounting principles in the United States.
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`  “Holdco” refers to Atlas Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Impax.
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`  “Impax” refers to Impax Laboratories, Inc., a Delaware corporation.
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`  “Impax Board” refers to Impax’s board of directors.
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`  “Impax Merger” means the merger of Merger Sub with and into Impax, with Impax continuing as the surviving corporation, pursuant to
`the BCA.
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`  “Impax Shares” refers to outstanding shares of common stock of Impax, par value $0.01 each.
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`  “Impax Stockholders” refers to the holders of Impax Shares.
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`  “Merger Sub” refers to K2 Merger Sub Corporation, a Delaware limited liability company and a direct wholly owned subsidiary of
`Holdco and an indirect wholly owned subsidiary of Impax.
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`  “New Amneal” refers to Holdco after it has been re-registered as a public company and renamed Amneal Pharmaceuticals, Inc. pursuant
`to the BCA at or prior to the Closing.
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`  “New Amneal Board” refers to New Amneal’s board of directors.
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`  “New Amneal Shares” refers collectively to shares of Class A Common Stock, shares of Class B Common Stock and shares of Class B -1
`Common Stock.
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`  “New Amneal Stockholder” refers to each holder of New Amneal Shares.
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`  “our,” “we” or “us” refers to Impax.
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`  “Record Date” refers to February 9, 2018, the date for determining the Impax Stockholders entitled to receive notice of and to vote at the
`Special Meeting.
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`  “Stockholders Agreement” refers to the Second Amended and Restated Stockholders Agreement, dated December 16, 2017, by and among
`Holdco and the Existing Amneal Members.
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`Q: Why am I receiving this combined proxy statement/prospectus?
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`A: You are receiving this combined proxy statement/prospectus because Amneal, Impax, Holdco, a wholly owned subsidiary of Impax, and Merger
`Sub, an indirect wholly owned subsidiary of Impax, have entered into the BCA pursuant to which, on the terms and subject to the conditions included in
`the BCA, Impax has agreed to combine with Amneal by means of a Combination, which includes (i) the Impax Merger, (ii) the conversion of the surviving
`corporation of the Impax Merger into a Delaware limited liability company, (iii) the contribution by Holdco of all of the equity interests of Impax to Amneal
`in exchange for certain equity interests of Amneal, and (iv) the issuance by Holdco of shares of its Class B Common Stock to the existing members of
`Amneal (“Existing Amneal Members”). The BCA, which governs the terms of the Combination, is attached to this combined proxy statement/prospectus
`as Annex A.
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`The BCA must be adopted by the Impax Stockholders in accordance with the General Corporation Law of the State of Delaware (the “DGCL”).
`Impax is holding a special meeting of its stockholders (the “Special Meeting”), to obtain such approval. Impax Stockholders will also be asked to vote on
`certain other matters described in this combined proxy statement/prospectus at the Special Meeting and to approve the adjournment of the Special
`Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the
`BCA and thereby approve the Combination.
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`Q: When and where will the Special Meeting take place?
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`A: The Special Meeting will be held at 9:00 a.m. Eastern Time, on March 27, 2018, at the Bridgewater Marriott Hotel located at 700 Commons Way,
`Bridgewater, New Jersey 08807.
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`Q: What matters will be considered at the Special Meeting?
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`A: The Impax Stockholders will be asked to:
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`  consider and vote on a proposal to adopt the BCA and thereby approve the Combination (the “Combination Proposal”);
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`  consider and vote on a proposal to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to
`New Amneal’s named executive officers that is based on or otherwise relates to the combination (the “Compensation Proposal”);
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`  consider and vote on a proposal to approve the Atlas Holdings, Inc. 2018 Incentive Award Plan (the “2018 Plan”) (the “2018 Plan Proposal”);
`and
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`  consider and vote on a proposal to adjourn the Special Meeting, or any postponement thereof, to another time or place if necessary or
`appropriate (i) due to the absence of a quorum at the Special
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`Meeting, (ii) to prevent a violation of applicable law, (iii) to provide to Impax Stockholders any supplement or amendment to the combined
`proxy statement/prospectus and/or (iv) to solicit additional proxies if Impax reasonably determines that it is advisable or necessary to do so
`in order to obtain Impax Stockholder approval of the Combination Proposal (the “Adjournment Proposal”).
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`Q: Is my vote important?
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`A: Yes. The Combination cannot be completed unless the BCA is adopted by the holders representing a majority of the outstanding Impax Shares
`entitled to vote thereon. Only Impax Stockholders as of the close of business on the Record Date are entitled to vote at the Special Meeting. The Impax
`Board unanimously recommends that such Impax Stockholders vote “FOR” for the approval of the Combination Proposal, “FOR” the approval of the
`Compensation Proposal, “FOR” the approval of the 2018