Re: HCA - Canadian Amalgamation [CWILSON-C.FID2144802]

Great, thank you so much.

On Mon, Mar 3, 2025 at 4:13 PM Teio Senda <TSenda@cwilson.com> wrote:

> Hi Tammi,
>
>
>
> Please see below in red.
>
>
>
> *From:* Tammi Franzese <tammi.franzese@thekey.com>
> *Sent:* Monday, March 3, 2025 12:41 PM
> *To:* Teio Senda <TSenda@cwilson.com>
> *Cc:* Steve Koyanagi <skoyanagi@thekey.com>; Timothy Thomas <tt@thekey.com>;
> Nina Kani <nkani@thekey.com>; Rachael Ramage <RRamage@cwilson.com>;
> Leslie Westmoreland <LWestmoreland@cwilson.com>
> *Subject:* Re: HCA - Canadian Amalgamation [CWILSON-C.FID2144802]
>
>
>
> Hi Teio,
>
>
>
> Our Payroll director asked the below questions. Will you please provide
> your insight? Thank you.
>
>
>
> Could you please confirm that HCA Home Care Assistance Canada Inc. is also
> registered in all provinces where we currently have employees? For example,
> Toronto, Waterloo, Winnipeg, Montreal, and Alberta? I don’t believe HCA
> Home Care Assistance Canada Inc. is extra-provincially registered in any
> other jurisdiction. This company is purely a holding company that, to my
> knowledge, does not conduct any business. All operations are conducted
> through each of the applicable subsidiaries, which should be properly
> registered in the provinces in which they conduct business.
>
>
>
> Additionally, could you clarify whether your team will be handling the
> setup of Employer Health Tax and WSIB/WCB, or if that will be my
> responsibility? I know I can update WSIB, but I don't have access to update
> Employer Health Tax since I am unable to register with CRA as I am not a
> resident of Canada. If assistance is needed for that, please let me know
> if we should reach out to Tim or KPMG. I suggest you coordinate with Tim
> as he will have CRA access and should be able to set this up.
>
>
>
> June 1 is still the target date for the amalgamation. They are still
> working so I'll let you know if that changes. Thank you.
>
>
>
> Thank you,
>
>
> *Tammi Franzese*
>
> Senior Corporate Paralegal | *TheKey*
>
> Mobile: 123.456.7890
>
>
>
> [image: Image removed by sender.] <http://www.thekey.com/>
>
>
>
>
>
> On Tue, Feb 18, 2025 at 12:07 PM Teio Senda <TSenda@cwilson.com> wrote:
>
> Thank you, Tammi. Please provide us with as much lead time as possible
> once the decision is known. Coordinating the various continuations and
> amalgamations with our external agents took quite a bit of time.
>
>
>
> As for updates, I had a call with KPMG early February to discuss the tax
> aspects of the reorganization. We are sending them a few corporate
> documents so they can review and assess.
>
>
> Regards,
>
>
> Teio
>
>
>
> *From:* Tammi Franzese <tammi.franzese@thekey.com>
> *Sent:* Tuesday, February 18, 2025 6:54 AM
> *To:* Steve Koyanagi <skoyanagi@thekey.com>
> *Cc:* Teio Senda <TSenda@cwilson.com>; Timothy Thomas <tt@thekey.com>;
> Nina Kani <nkani@thekey.com>; Rachael Ramage <RRamage@cwilson.com>;
> Leslie Westmoreland <LWestmoreland@cwilson.com>
> *Subject:* Re: HCA - Canadian Amalgamation [CWILSON-C.FID2144802]
>
>
>
> Hi Teio,
>
>
>
> I'm just sending along an update on timing from the decision makers. They
> are targeting June to have things finalized on TheKey's side, then they'll
> let us know the date they'd like the amalgamation to be completed. We'll
> keep you posted.
>
>
>
> Feel free to share any updates you may have and I'll update my notes.
>
>
>
> Thank you.
>
>
>
> *Sincerely,*
>
> *Tammi Franzese*
>
> Senior Corporate Paralegal |
> *TheKey *tammi.franzese@thekey.com
>
> 813.521.5269
> [image: Image removed by sender. TheKey] <https://homecareassistance.com/>
>
>
>
>
>
> On Tue, Jan 21, 2025 at 12:04 PM Steve Koyanagi <skoyanagi@thekey.com>
> wrote:
>
> Let us discuss internally and circle back as we are discussing finalized
> timing.
>
>
>
> On Tue, Jan 21, 2025 at 9:00 AM Teio Senda <TSenda@cwilson.com> wrote:
>
> Yes, correct. The first step is to continue all subsidiaries to the
> federal jurisdiction. That is underway and requires the corporate
> registries to review and “consent” to the continuation. This is a rubber
> stamping process that can take a few days.
>
>
>
> Once all subsidiaries have continued, the amalgamation documents will then
> need to be signed. The majority of documents have be Docusigned by Tim and
> Melissa, although the affidavits need to be sworn in person in front of a
> lawyer or notary. These are the final documents required to complete the
> amalgamation.
>
>
> Regards,
>
>
> Teio
>
>
>
> *From:* Steve Koyanagi <skoyanagi@thekey.com>
> *Sent:* Tuesday, January 21, 2025 8:57 AM
> *To:* Teio Senda <TSenda@cwilson.com>
> *Cc:* Timothy Thomas <tt@thekey.com>; Nina Kani <nkani@thekey.com>; Tammi
> Franzese <tammi.franzese@thekey.com>; Rachael Ramage <RRamage@cwilson.com>;
> Leslie Westmoreland <LWestmoreland@cwilson.com>
> *Subject:* Re: HCA - Canadian Amalgamation [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.]
>
> To clarify, are these documents the last items needed to finalize the
> amalgamation?
>
>
>
>
>
>
>
> On Tue, Jan 21, 2025 at 8:56 AM Teio Senda <TSenda@cwilson.com> wrote:
>
> Hi Timothy,
>
>
>
> We cannot have you swear the affidavits until the continuations have been
> completed. It is unlikely the relevant corporate registries will have
> approved the continuations by this week as we received signed documents on
> Friday.
>
>
>
> @Steve Koyanagi <skoyanagi@thekey.com>, Melissa Reyes is the other
> director of the companies who can swear the affidavit. Will she be
> available next week?
>
>
> Regards,
>
>
> Teio
>
>
>
> *From:* Timothy Thomas <tt@thekey.com>
> *Sent:* Tuesday, January 21, 2025 8:28 AM
> *To:* Teio Senda <TSenda@cwilson.com>
> *Cc:* Steve Koyanagi <skoyanagi@thekey.com>; Nina Kani <nkani@thekey.com>;
> Tammi Franzese <tammi.franzese@thekey.com>; Rachael Ramage <
> RRamage@cwilson.com>; Leslie Westmoreland <LWestmoreland@cwilson.com>
> *Subject:* Re: HCA - Canadian Amalgamation [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 travelling next week, but could be available to meet a notary on
> Thursday or Friday.
>
>
>
> On Tue, Jan 21, 2025 at 11:17 AM Teio Senda <TSenda@cwilson.com> wrote:
>
> Hi Steve,
>
>
>
> We are still working on finalizing the continuation of all provincial
> subsidiaries into the Federal jurisdiction. Once that is done, we will need
> to have additional documents signed. These can all be signed via Docusign
> with the exception of a number of amalgamation affidavits, which need to be
> signed by Tim in front of a lawyer or notary. @Timothy Thomas
> <tt@thekey.com>, can you please ensure you are available next week to
> swear the affidavits? We will provide you with the affidavits once
> available. You will then need to book an appointment with a lawyer or
> notary to swear the affidavits.
>
>
>
> @Steve Koyanagi <skoyanagi@thekey.com>, please let me know if there is
> anything else you need to accomplish on your side before we proceed with
> the amalgamation (e.g. notice to customers, notice to benefit plan
> providers, notice to employees, etc.)
>
>
> Regards,
>
>
> Teio
>
> *Teio*
>
>
>
> *Senda*
>
>
>
> *Partner*
>
> <http://www.cwilson.com/>
>
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>
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