Re: Canada Amalgamation [CWILSON-C.FID2144802]

Thanks, Nina, I've got this marked as "hold" and saved the document to be
signed. When Gerri/you give the go ahead, I'll send that for signature.

Thank you, Teio. I made a note so there's consistent messaging.


Thank you,

Tammi Franzese

Senior Corporate Paralegal | TheKey

Mobile: 813.521.5269

<http://www.thekey.com>



On Wed, Apr 9, 2025 at 2:23 PM Teio Senda <TSenda@cwilson.com> wrote:

> Hi Tammi,
>
>
>
> We won’t have any proof of the amalgamation until the amalgamation
> actually occurs. We will provide the certificate of amalgamation at that
> point. Parties are typically satisfied on the basis that they will receive
> this certificate of amalgamation following closing.
>
>
>
> To be clear, there is no *assignment* of any contracts resulting from the
> amalgamation. I want that to be clear so that the proper messaging is
> provided to third-parties.
>
>
> Regards,
>
>
> Teio
>
>
>
> *From:* Tammi Franzese <tammi.franzese@thekey.com>
> *Sent:* Wednesday, April 9, 2025 11:20 AM
> *To:* Leslie Westmoreland <LWestmoreland@cwilson.com>
> *Cc:* Teio Senda <TSenda@cwilson.com>; Steve Koyanagi <
> skoyanagi@thekey.com>; Geraldine Nath <geraldine.nath@thekey.com>;
> Germaine Daniels <germaine.daniels@thekey.com>; Timothy Thomas <
> tt@thekey.com>; Nina Kani <nkani@thekey.com>
> *Subject:* Re: Canada Amalgamation [CWILSON-C.FID2144802]
>
>
>
> Hi Leslie,
>
>
>
> The clarification was helpful, as well as the Table of Corporate Names. I'll
> get this signed and returned to you soon.
>
>
>
> We've been asked to show proof of the amalgamation by a government entity
> in response to our 90-day notice of assignment. What do you suggest we send
> at this point since the amalgamation isn't finalized?
>
>
>
> *Thank you,*
>
> *Tammi Franzese*
>
> Senior Corporate Paralegal | *TheKey*
>
> Mobile: 813.521.5269
>
>
>
> [image: Image removed by sender.] <http://www.thekey.com/>
>
>
>
>
>
>
>
> On Wed, Apr 9, 2025 at 1:51 PM Leslie Westmoreland <
> LWestmoreland@cwilson.com> wrote:
>
> Hi Tammi,
>
>
>
> Further to Teio’s e-mail, we have successfully reserved most of the names
> with Corporations Canada for the continuations of the companies that are to
> merge effective as of July 1, 2025.
>
>
>
> Please find attached a table which indicates the names of each of the
> companies at each step of the transaction.
>
>
>
> In order to complete the name reservation of Arya Healthy Living Oakville
> Inc. with Corporations Canada, they are requiring the consent of Arya
> Healthy Living Inc.  Would you kindly arrange for the attached consent to
> be signed and returned to me so that we may complete the name reservation.
>
>
>
> Thank you,
>
>
>
> Leslie
>
>
>
> *From:* Teio Senda <TSenda@cwilson.com>
> *Sent:* Friday, April 04, 2025 12:11 PM
> *To:* Tammi Franzese <tammi.franzese@thekey.com>
> *Cc:* Steve Koyanagi <skoyanagi@thekey.com>; Geraldine Nath <
> geraldine.nath@thekey.com>; Germaine Daniels <germaine.daniels@thekey.com>;
> Timothy Thomas <tt@thekey.com>; Nina Kani <nkani@thekey.com>; Leslie
> Westmoreland <LWestmoreland@cwilson.com>
> *Subject:* RE: Canada Amalgamation [CWILSON-C.FID2144802]
>
>
>
> Hi Tammi,
>
>
>
> Yes, each company will cease to exist on amalgamation.
>
>
>
> Each provincially incorporated company will need to “continue” into the
> federal jurisdiction prior to incorporation. The reason for this is that,
> generally speaking for this amalgamation, only companies that are in the
> same jurisdiction can amalgamate (i.e. we can’t have companies incorporated
> in Alberta, British Columbia, Ontario, etc. coming together to amalgamate).
> The “continuation” into the Federal jurisdiction is the first step so that
> they share a common jurisdiction. This will take place a week or so prior
> to amalgamation. Following that, the “continued” companies will then
> amalgamate.
>
>
> We were previously intending on continuing the companies in a manner that
> results in them having numbered names. We are now changing that and
> reserving the same (or similar) names in the federal jurisdiction so the
> names do not change upon continuation.
>
>
>
> Hope that clarifies the process.
>
>
>
> Regards,
>
>
> Teio
>
>
>
> Teio Senda
>
> Partner
>
> Tel: 604.891.7750
>
> Email: TSenda@cwilson.com
>
> Floor: 8
>
> *From:* Tammi Franzese <tammi.franzese@thekey.com>
> *Sent:* Friday, April 4, 2025 11:53 AM
> *To:* Teio Senda <TSenda@cwilson.com>
> *Cc:* Steve Koyanagi <skoyanagi@thekey.com>; Geraldine Nath <
> geraldine.nath@thekey.com>; Germaine Daniels <germaine.daniels@thekey.com>;
> Timothy Thomas <tt@thekey.com>; Nina Kani <nkani@thekey.com>
> *Subject:* Re: Canada Amalgamation [CWILSON-C.FID2144802]
>
>
>
> Hi Teio,
>
>
>
> I shared the below 'summary' of the amalgamtion with Gerri in preparation
> for her call with KPMG.
>
> Leslie Westmoreland <LWestmoreland@cwilson.com>
>
> [image: Image removed by sender. Attachments]Mon, Jan 6, 2:58 PM
>
> [image: Image removed by sender.]
>
> [image: Image removed by sender.]
>
> to me, Nina, Steve, Teio, Rachael
>
> [image: Image removed by sender.]
>
> Hi Tammi,
>
>
>
> Please find attached to this e-mail documents to continue the following
> companies under the *Canada Business Corporations Act*, to allow for the
> subsequent amalgamation:
>
>
>
>    1. Orofresh Enterprises Inc. (this company will be continuing under
>    the name of “TheKey Care Ltd.” which has been successfully reserved with
>    Corporations Canada;
>    2. Prairie Senior Care Inc. (this company will be continuing as a
>    numbered company);
>    3. SJD Care Services Inc. (this company will be continuing as a
>    numbered company); and
>    4. Arya Healthy Living Oakville Inc. (this company will be continuing
>    as a numbered company).
>
>
>
> We are awaiting the continuation documents for 2004437 Alberta Ltd. and
> will forward same for execution and return once available.  The attached
> package also contains the outstanding annual maintenance documents for Home
> Care Assistance (Montreal) Inc.
>
>
>
> Will you please help clarify that the four entities will cease to exist
> after the amalgamation is final? That's my understanding, but the above
> wording gives me pause as it says "continuing as a numbered company."
>
>
>
> Thank you,
>
> *Tammi Franzese*
>
> Senior Corporate Paralegal | *TheKey*
>
> Mobile: 123.456.7890
>
>
>
> [image: Image removed by sender.] <http://www.thekey.com/>
>
>
>
>
>
>
>
> On Fri, Apr 4, 2025 at 2:21 PM Nina Kani <nkani@thekey.com> wrote:
>
> Thanks, Teio - Geri is going to loop Brian and team so we can get these
> questions resolved.
>
>
>
> On Fri, Apr 4, 2025 at 11:17 AM Teio Senda <TSenda@cwilson.com> wrote:
>
> Hi Nina,
>
>
>
> I have only provided KPMG with certain corporate documents of the
> amalgamating entities so they can assess any tax impacts. I have not been
> working with KPMG on the questions below. I was under the impression based
> on the email below that your team was in direct contact with KPMG to work
> through these items? If not, I can forward this email thread to Brian and
> Austin to get their thoughts.
>
>
> Regards,
>
>
> Teio
>
>
>
> *From:* Nina Kani <nkani@thekey.com>
> *Sent:* Friday, April 4, 2025 11:14 AM
> *To:* Teio Senda <TSenda@cwilson.com>
> *Cc:* Tammi Franzese <tammi.franzese@thekey.com>; Steve Koyanagi <
> skoyanagi@thekey.com>; Geraldine Nath <geraldine.nath@thekey.com>;
> Germaine Daniels <germaine.daniels@thekey.com>; Timothy Thomas <
> tt@thekey.com>
> *Subject:* Re: Canada Amalgamation [CWILSON-C.FID2144802]
>
>
>
> Teio - FYI KPMG is not on these emails.  Are you working with someone at
> KPMG on these questions and if so, who are you working with?
>
>
>
> On Wed, Apr 2, 2025 at 11:04 AM Teio Senda <TSenda@cwilson.com> wrote:
>
> Hi Tammi,
>
>
>
> My comments are below in red.
>
>
> 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 unceded territory
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>
> This e-mail may be confidential. Unauthorised use is prohibited.
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>
> *From:* Tammi Franzese <tammi.franzese@thekey.com>
> *Sent:* Tuesday, April 1, 2025 12:42 PM
> *To:* Teio Senda <TSenda@cwilson.com>
> *Cc:* Nina Kani <nkani@thekey.com>; Steve Koyanagi <skoyanagi@thekey.com>;
> Geraldine Nath <geraldine.nath@thekey.com>; Germaine Daniels <
> germaine.daniels@thekey.com>; Timothy Thomas <tt@thekey.com>
> *Subject:* Fwd: Canada Amalgamation
>
>
>
> [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,
>
>
>
> Will you please review the email from our payroll director and let us know
> your thoughts?
>
>
>
> Thank you,
>
> *Tammi Franzese*
>
> Senior Corporate Paralegal | *TheKey*
>
> Mobile: 123.456.7890
>
>
>
> [image: Image removed by sender.] <http://www.thekey.com/>
>
>
>
>
>
> ---------- Forwarded message ---------
> From: *Germaine Daniels* <germaine.daniels@thekey.com>
> Date: Tue, Apr 1, 2025 at 1:51 PM