"That Council provide final approval to proceed with the proposed merger between Kitchener Power Corp. and Waterloo North Hydro Holding Corporation and their subsidiaries Kitchener-Wilmot Hydro Inc. and Waterloo North Hydro Inc.;
WHEREAS on October 4, 2021 Council of The Corporation of the City of Kitchener approved the Memorandum of Understanding (MOU) between The Corporation of the City of Kitchener, The Corporation of the Township of Wilmot, The Corporation of the City of Waterloo, The Corporation of the Township of Woolwich, The Corporation of the Township of Wellesley, Kitchener Power Corp. (KPC), and Waterloo North Hydro Holding Corporation (WNH), regarding the proposed merger between Kitchener Power Corp. and Waterloo North Hydro Holding Corporation and their subsidiaries Kitchener-Wilmot Hydro Inc. and Waterloo North Hydro Inc.;
AND WHEREAS The Corporation of the City of Kitchener is the beneficial and registered owner of 92.25% of the issued and outstanding shares in the capital of KPC and The Corporation of the Township of Wilmot is the beneficial and registered owner of 7.75% of the issued and outstanding shares in the capital of KPC;
AND WHEREAS the Corporation of the City of Waterloo is the beneficial and registered owner of 73.2% of the issued and outstanding shares in the capital of WNH, the Corporation of the Township of Woolwich is the beneficial and registered owner of 20.2% of the issued and outstanding shares in the capital of WNH, and The Corporation of the Township of Wellesley is the beneficial and registered owner of 6.6% of the issued and outstanding shares in the capital of WNH;
AND WHEREAS KPC owns all of the issued and outstanding shares in the capital of Kitchener-Wilmot Hydro Inc. (“KWHI”) (an OEB-regulated electricity distributor) and Kitchener Energy Services Inc. (“KESI”), and has minority interest in Grand River Energy Solutions Inc.;
AND WHEREAS WNH owns all of the issued and outstanding shares in the capital of Waterloo North Hydro Inc. (“WNHI”) (an OEB-regulated electricity distributor) and Alliance Metering Solutions Inc. (“AMS”), and has a minority interest in Grand River Energy Solutions Inc. and Eyedro Green Solutions Inc.
AND WHEREAS the conditions set out in the MOU have been satisfied and incorporated into a more detailed “Merger Participation Agreement” (MPA), to be signed by all parties;
AND WHEREAS KPC and WNH recently completed a public input process related to the proposed merger, referred to as “Connecting Local Power”, with no major concerns being raised by members of the public that would prevent the parties from proceeding with the proposed transaction;
AND WHEREAS all parties agree that it is beneficial for KPC and WNH to proceed with a proposed merger to amalgamate KPC and WNH and related subsidiaries under a new municipally owned corporation (Amalco Holdco) with municipal ownership share as follows (rounded):
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- City of Kitchener 53.4%
- City of Waterloo 30.8%
- Township of Woolwich 8.5%
- Township of Wilmot 4.5%
- Township of Wellesley 2.8%
AND WHEREAS a Unanimous Shareholders’ Agreement (USA) has been prepared, to be signed by all parties after the merger has been approved by the Ontario Energy Board, that outlines governance and other corporate considerations for the newly formed entity;
NOW THEREFORE IT BE RESOLVED that the Council of The Corporation of the City of Kitchener hereby grants its approval as Shareholder, to proceed with the proposed merger between Kitchener Power Corp. and Waterloo North Hydro Holding Corporation and their subsidiaries Kitchener-Wilmot Hydro Inc. and Waterloo North Hydro Inc.; in accordance with the provisions of the MPA and USA Agreements; and further
That the Mayor and Clerk be authorized to execute the MPA and USA agreements as well as any incidental documentation determined to be necessary, by their Legal Counsel in consultation with the City’s Chief Administrative Officer, to complete this merger; said agreements /documentation to be to the satisfaction of the City’s Legal Counsel; and
Further that an application (MAADs application) under the Ontario Energy Board Act 1998 be submitted jointly by KWHI and WNHI to seek approval of the merger and related relief from the Ontario Energy Board."