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

Good Morning Teio,

In addition to the request in our previous email to provide the one-page
notice to employees, we have some questions about notice to clients. See
below -

   - What is your standard recommendation for our clients?
   - Do you suggest we get new agreements?
   - Or, do you think it's okay for us to send a one-page notice to our
   clients? If so, can you please draft one for us?


Thank you,

Tammi Franzese

Senior Corporate Paralegal | TheKey

Mobile: 123.456.7890

<http://www.thekey.com>



On Tue, Mar 25, 2025 at 12:51 PM Tammi Franzese <tammi.franzese@thekey.com>
wrote:

> Hi Teio,
>
> Will you please send us the notice to each employee of the change? HR
> wants to review it.
>
> When should we send this notice to each employee? Is there an ideal time
> that you suggest?
>
> Thank you,
>
> Tammi Franzese
>
> Senior Corporate Paralegal | TheKey
>
> Mobile: 123.456.7890
>
> <http://www.thekey.com>
>
>
>
> On Tue, Mar 4, 2025 at 5:49 PM Tammi Franzese <tammi.franzese@thekey.com>
> wrote:
>
>> Thank you, Teio, for the clarification. I'll send you the calendar
>> invitation. It makes sense to answer all of their questions at once,
>> hopefully. I'll send that over next.
>>
>> Sincerely,
>>
>> Tammi Franzese
>>
>> Senior Corporate Paralegal | TheKey
>>
>> Mobile: 123.456.7890
>>
>> <http://www.thekey.com>
>>
>>
>> On Tue, Mar 4, 2025 at 5:44 PM Teio Senda <TSenda@cwilson.com> wrote:
>>
>>> Hi Tammi,
>>>
>>>
>>>
>>> To clarify, our plan didn’t involve amalgamating all Canadian operating
>>> subsidiaries into HCA Canada. We were planning on retaining HCA Canada and
>>> amalgamating the subsidiaries together. Ultimately, the amalgamated
>>> operating company would be extra-provincially registered in each
>>> jurisdiction it conducts business in. We will coordinate that. Likewise,
>>> your team would coordinate the relevant regulatory requirements (e.g.
>>> business licences and permits) in each municipality as discussed.
>>>
>>>
>>>
>>> I can make myself available for a call at 5:30 EST tomorrow. Please send
>>> me a calendar invite if you believe my attendance is necessary.
>>>
>>>
>>>
>>> *From:* Tammi Franzese <tammi.franzese@thekey.com>
>>> *Sent:* Tuesday, March 4, 2025 7:19 AM
>>> *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]
>>>
>>>
>>>
>>> [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:
>>>
>>>
>>>
>>> We got the following feedback from both the director of payroll and the
>>> CAO:
>>>
>>>  HCA Canada may be a holding company now, but when we eliminate the
>>> other entities it should become operating, right?  Need to better
>>> understand.
>>>
>>> Will you please clarify and provide a little more detail so we can
>>> better understand?
>>>
>>>
>>>
>>> We have a call scheduled on 3/5/25 at 5:30pm eastern with the
>>> stakeholders. Are you available to attend if we still have questions after
>>> you send your clarification?
>>>
>>>
>>>
>>> Thank you,
>>>
>>> Tammi
>>>
>>>
>>>
>>>
>>>
>>> On Mon, Mar 3, 2025 at 4:59 PM Tammi Franzese <tammi.franzese@thekey.com>
>>> wrote:
>>>
>>> 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/>
>>>
>>> Clark Wilson LLP
>>> 900‑885 West Georgia Street | Vancouver, BC | V6C 3H1 | Canada
>>>
>>> Tel: 604.891.7750
>>>
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>>>
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>>>
>>>  |
>>>
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>>>
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>>>
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