--000000000000fc5bcb063ba110d1 Content-Type: multipart/alternative; boundary="000000000000fc5bcb063ba110d0" --000000000000fc5bcb063ba110d0 Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable Hi Teio, Please see below a few requests/FYIs: =C2=B7 FYI, Tim is bidding on a large Quebec bid named, Documentati= on SA-241001-ME. We want to highlight CAD entities, downplay US entities. =C2=B7 If we get the Quebec bid, Teio will review the agreement, se= e how the amalgamation affects the bid, and alert TheKey of any notice requirements, etc. =E2=80=A2 KPMG will need to review the amalgamation and advise on any tax i= ssues. TheKey approved of Teio contacting KPMG (Brian Rubenstein) and having them start their analysis. *Will ask Teio to keep Michael Jichetti. copied on emails. * Sincerely, Tammi Franzese Senior Corporate Paralegal | TheKey Mobile: 813.521.5269 On Tue, Aug 5, 2025 at 11:11=E2=80=AFAM Tammi Franzese wrote: > Good Morning Teio, > > Please see our responses below: > > > 1. We will be amalgamating all Canadian TheKey entities except for: > (a) Arya Health Living Oakville, Inc.; (b) LiveWell Care Management, > Inc.; and (c) HCA Home Care Assistance Canada Inc. Please let me know > if this has changed in any way. *This is correct.* > 2. Your team will review all notice and consent provisions in the > material contracts and permits of the Canadian entities as you did bef= ore. > Please let us know if you require any assistance in this regard. > *Okay.* > 3. We previously prepared a notice you can send to all employees. We > will recirculate this closer to the amalgamation date for distribution= to > the employees. *Okay* > 4. I recall VCH considered the amalgamation to be a =E2=80=9Cchange of > control=E2=80=9D or an =E2=80=9Cassignment=E2=80=9D and required TheKe= y to provide further > information. We had pushed VCH on this point although they held their > position that their internal approval process needs to be completed. P= lease > let me know if you would like me to push VCH on this point or if you a= re > okay proceeding with their process. *We may want your help here. I'll > speak with Tim and the GM and update you.* > 5. Please confirm the amalgamation is scheduled for December 31, 2025. > *Confirmed* > 6. KPMG will need to review the amalgamation and advise on any tax > issues. Please confirm we can reach out to KPMG and have them start th= eir > analysis. *Yes, please proceed.* > > > Germaine, Payroll Director, would like confirmation on the CRA number, se= e > below: > > Following our last conversation with our Canadian outside counsel, we wer= e > advised to consult with KPMG regarding whether to obtain a new CRA number > or use an existing one, such as Orofresh's. My understanding was that Ger= ri > would be contacting KPMG, as I do not have direct contact with them. > *To proceed with Ceridian, I need to know which CRA number we will be > using and any supporting documentation for this legal chang