Re: CAD Amalgamation - Question [CWILSON-C.FID2144802]

Hi Everyone,

 I believe there is still a question that Pascal asked about insurance and
Tim is not sure how to answer. Also, @Dylan Hodson
<dylan.hodson@thekey.com> was
not able to attend the meeting with KPMG.

I just sent a separate email including Pascal and Frank so we can schedule
a meeting. I think the insurance meeting should be separate from the
meeting on Monday with Nina at 3pm eastern. In the other email, I sent
Nina's and my availability and asked others to quickly supply theirs so
this can get on the calendar.

Thank you.

Sincerely,

Tammi Franzese

Senior Corporate Paralegal | TheKey

Mobile: 813.521.5269

<http://www.thekey.com>



On Fri, Nov 7, 2025 at 3:50 PM Teio Senda <TSenda@cwilson.com> wrote:

> Hi All,
>
>
>
> I am following-up on the insurance question as I have not heard back.
> Please let me know if you need my assistance.
>
>
>
> Regards,
>
> Teio
>
>
>
> *From:* Teio Senda
> *Sent:* Friday, October 31, 2025 8:12 AM
> *To:* 'Timothy Thomas' <tt@thekey.com>
> *Cc:* Tammi Franzese <tammi.franzese@thekey.com>; Nina Kani <
> nkani@thekey.com>; Steve Koyanagi <skoyanagi@thekey.com>; Leslie
> Westmoreland <LWestmoreland@cwilson.com>; Dylan Hodson <
> dylan.hodson@thekey.com>
> *Subject:* RE: CAD Amalgamation - Question [CWILSON-C.FID2144802]
>
>
>
> I can make myself available for a call next week. Please let me know a few
> dates and times.
>
>
>
> Regards,
>
> Teio
>
>
>
> *From:* Timothy Thomas <tt@thekey.com>
> *Sent:* Friday, October 31, 2025 6:35 AM
> *To:* Teio Senda <TSenda@cwilson.com>
> *Cc:* Tammi Franzese <tammi.franzese@thekey.com>; Nina Kani <
> nkani@thekey.com>; Steve Koyanagi <skoyanagi@thekey.com>; Leslie
> Westmoreland <LWestmoreland@cwilson.com>; Dylan Hodson <
> dylan.hodson@thekey.com>
> *Subject:* Re: CAD Amalgamation - Question [CWILSON-C.FID2144802]
>
>
>
> *[CAUTION: This email originated from outside of the organization. Do not
> click links or open attachments unless you recognize the sender and know
> the content is safe.]*
>
>
> ------------------------------
>
> I'm not sure I have a clear answer here. Perhaps we could arrange a call
> with our brokers to address their concerns. Neither of them operate
> across Canada.
>
>
>
> On Thu, Oct 30, 2025 at 6:55 PM Teio Senda <TSenda@cwilson.com> wrote:
>
> Thanks Tammie. Dylan and Tim, please feel free to reach out to me if you
> require any assistance with questions from TheKey’s insurers. I would be
> pleased to have a call to discuss the amalgamation and any concerns your
> insurers have.
>
>
>
> Regards,
>
> Teio
>
>
>
> *From:* Tammi Franzese <tammi.franzese@thekey.com>
> *Sent:* Thursday, October 30, 2025 1:37 PM
> *To:* Teio Senda <TSenda@cwilson.com>
> *Cc:* Nina Kani <nkani@thekey.com>; Steve Koyanagi <skoyanagi@thekey.com>;
> Leslie Westmoreland <LWestmoreland@cwilson.com>; Timothy Thomas <
> tt@thekey.com>; Dylan Hodson <dylan.hodson@thekey.com>
> *Subject:* Re: CAD Amalgamation - Question [CWILSON-C.FID2144802]
>
>
>
> *[CAUTION: This email originated from outside of the organization. Do not
> click links or open attachments unless you recognize the sender and know
> the content is safe.]*
>
>
> ------------------------------
>
> Hi Teio,
>
>
>
> I'm copying Dylan Hodson who handles insurance for TheKey. I will leave it
> to you, Dylan and Tim to coordinate on the next steps regarding the insurer
> discussions.
>
>
> *Sincerely,*
>
> *Tammi Franzese*
>
> Senior Corporate Paralegal | *TheKey*
>
> Mobile: 813.521.5269
>
>
>
> [image: Image removed by sender.] <http://www.thekey.com>
>
>
>
>
>
>
>
> On Thu, Oct 30, 2025 at 2:59 PM Tammi Franzese <tammi.franzese@thekey.com>
> wrote:
>
>
>
> Thank you, Teio.
>
>
>
> I'm not aware of any discussions regarding insurance, but I defer to @Timothy
> Thomas <tt@thekey.com> and Steve/Nina.
>
>
>
> We'll discuss on this end and let you know if you can assist further. As
> always, we appreciate your help.
>
>
> *Sincerely,*
>
> *Tammi Franzese*
>
> Senior Corporate Paralegal | *TheKey*
>
> Mobile: 813.521.5269
>
>
>
> [image: Image removed by sender.] <http://www.thekey.com>
>
>
>
>
>
>
>
> On Thu, Oct 30, 2025 at 1:17 PM Teio Senda <TSenda@cwilson.com> wrote:
>
> Hi Tammi,
>
>
>
> Please see my responses below in red. I suspect the issue is that the
> Quebec insurer only insures the Quebec operations, and by amalgamating all
> entities Intact would need to insure the entire Canadian operation. Have
> you had any discussions with any other Canadian insurers regarding the
> post-amalgamation insurance coverage? You will likely need a single insurer
> to cover the Canadian operations. I would be pleased to discuss further.
>
>
>
> Regards,
>
> Teio
>
>
>
> *Teio*
>
>
>
> *Senda*
>
>
>
> *Partner*
>
> <http://www.cwilson.com/>
>
> Clark Wilson LLP
> 900‑885 West Georgia Street | Vancouver, BC | V6C 3H1 | Canada
>
> Tel: 604.891.7750
>
>  |
>
> Fax: 604.687.6314
>
>  |
>
> Email: TSenda@cwilson.com
>
> www.cwilson.com
>
>  |
>
> Profile  <https://www.cwilson.com/people/Teio-Senda/>
>
>
>
> *Our firm operates from the traditional, ancestral, and historic territory
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> *From:* Tammi Franzese <tammi.franzese@thekey.com>
> *Sent:* Thursday, October 30, 2025 8:57 AM
> *To:* Teio Senda <TSenda@cwilson.com>
> *Cc:* Nina Kani <nkani@thekey.com>; Steve Koyanagi <skoyanagi@thekey.com>
> *Subject:* CAD Amalgamation - Question
>
>
>
> *[CAUTION: This email originated from outside of the organization. Do not
> click links or open attachments unless you recognize the sender and know
> the content is safe.]*
>
>
> ------------------------------
>
> Hi Teio,
>
>
>
> Our insurance broker is asking the below -
>
>
> I need to know if HCA (montreal) inc will still have a legal and
> registered company in Quebec. *CW: **Home Care Assistance (Montreal) is a
> federally incorporated company. It is not a company incorporated under the
> laws of Quebec. Upon amalgamation of HCA Montreal (and the other Canadian
> subsidiaries), we will re-register the amalgamated entity as an
> extra-provincial company in Quebec, as well as in all jurisdictions in
> which The Key subsidiaries operated. *
>
>
>
> For now it is company  no 1164417911.
>
>
>
> If yes I will be able to change names on insurance contract
>
>
>
> If no I will have to ask Intact if we could change name, but 99.9% it will
> be refuse. Reason is if I do insure The Key without Quebec company, Intact
> is responsible for everything in Canada. Also, in Quebec, not legal to
> insure out of Quebec.
>
>
>
> Important to verified information and let me know after.
>
>
>
> I mentioned that HCA Montreal will remain a numbered company, but they're
> asking for more specific info CW: To be clear, HCA Montreal *will not* be
> a numbered company. It will be amalgamated with the other Canadian
> subsidiaries as discussed to create a single Federally incorporated entity
> bearing “TheKey Care Ltd.” name. -
>
>  Will there be an NEQ number in Quebec and registration with Revenue
> Quebec? CW: Yes, I see no reason why this cannot continue. We can
> coordinate with Fasken or with KPMG if they are able to do so.
>
>
>
> Thank you in advance.
>
>
>
> *Sincerely,*
>
> *Tammi Franzese*
>
> Senior Corporate Paralegal | *TheKey*
>
> Mobile: 813.521.5269
>
>
>
> [image: Image removed by sender.] <http://www.thekey.com>
>
>
>
>