I think the truly under-valued aspect of this deal is Atlas' acquisition or access to the MTH production facilities. A few years ago, Atlas acquired a number of Weaver molds, tooling, and products - we've yet to see anything from that. Maybe the access to MTH factories will actually result in shipping product (what a concept! ). So far, Atlas has only demonstrated their ineptness in this regard.
As for acquiring DCS, I've no idea why they would spend money on that. To my mind, it would be a much smarter move to offer the very pretty MTH locomotives as either conventional ("command ready") or TMCC equipped.
I doubt that Atlas' or anyone else's TMCC licensing agreements with Lionel expressly prohibit the licensee from acquiring a competitive train control system, but annoying Lionel in such a way doesn't strike me as particularly advantageous.
Weaver wagon tops and troop cars have already rolled out in Atlas boxes. I'm sure there have been others. The Bradley coaches were offered up at one point too. Theyve done something with it. Maybe not all of it, but its not like they buried it all.
As for PS3, it would be stupid not to. ERR makes available like 5 generic sound files. By licensing PS3, they get access to hundreds of more accurate files, files with variation, and the potential for upgrades or improvements to the system done by whoever is taking over DCS. Why would you not do that? They'd be smart to dump TMCC at this point, as the limited options are far outclassed and the system is essentially dead technology. A license to use the DCS environment is a first, and is a massive upgrade over a TMCC sound file that is basically "Generic GE" or "Generic Alco", etc... noise.
Not to mention, PS3 has DCC onboard. As much as I am not a fan of using PS3 as a DCC decoder, the factory can continue to deal with a single wiring harness, regardless of whether its 2 rail or 3, which probably means the continued ability to sell these things with a 2 rail option. I'm here for it. Since the wheels are interchangable, they can continue to offer the 2 rail locomotives with PS3 so that the 3RS people who are buying them dont have to worry about the engine being DCC only, such as if they put ESU Loksound in it.