This document discusses the merger between ODI, Atlantic, and CPI as a qualifying reorganization under tax law. It is a forward triangular merger that meets the requirements of Section 368(a)(2)(D) of the tax code. Specifically, Atlantic (the subsidiary created by ODI) acquires substantially all of CPI's assets, and CPI's shareholders only receive stock in ODI (the parent company) in exchange. The merger satisfies the judicial and regulatory requirements for a tax-free reorganization.