e425
Filed by Stantec Inc. pursuant to
Rule 425 under the Securities Act of 1933 and deemed
filed pursuant To Rule 14a-12 under the
Securities Exchange Act of 1934.
Subject Company: The Keith Companies, Inc.
Commission File No. 333-124748
THIS FILING CONSISTS OF A NEWS RELEASE IN CONNECTION WITH KEEN ENGINEERINGS LETTER OF INTENT TO
JOIN WITH STANTEC INC. (STANTEC).
Additional Information and Where to Find It
In connection with the proposed merger, Stantec and The Keith Companies, Inc. (TKC) have filed a
Registration Statement on Form F-4, a joint proxy statement/ prospectus and other related documents
with the Securities and Exchange Commission (the SEC). Shareholders of TKC are advised to read
these documents and any other documents relating to the merger that are filed with the SEC when
they become available because they contain important information. Shareholders of TKC may obtain
copies of these documents for free, when available, at the SECs website at www.sec.gov. These and
such other documents may also be obtained for free from:
Stantec
10160 112 Street
Edmonton, Alberta, Canada, T5K 2L6
Phone: (780) 917-7000 Fax: (780) 917-7330
and from:
The Keith Companies
19 Technology Drive
Irvine, California, USA 92618-2334
Phone: (949) 923-6000 Fax: (949) 923-6121
Stantec and TKC and their respective directors, executive officers and other members of their
management and employees may be deemed to be participants in the solicitation of proxies in
connection with Stantecs proposed acquisition of TKC. Information regarding the special interests
of these directors and executive officers in the transaction described herein will be included in
the joint proxy statement/prospectus described above. Additional information regarding Stantecs
directors and executive officers is also included in its management information circular for its
2005 Annual Meeting of Shareholders, which was filed with the applicable securities commissions in
Canada on or about March 31, 2005 and is available free of charge at the Canadian Securities
Administrators web site at www.sedar.com or by contacting Stantec at the address or
telephone number set forth above. Additional information regarding TKCs directors and executive
officers is also included in its proxy statement for its 2005 Annual Meeting of Stockholders, which
was filed with the SEC on or about April 12, 2005 and is available free of charge at the SECs web
site at www.sec.gov or by contacting TKC at the address or telephone number set forth
above.
Cautionary Note Regarding Forward Looking Statements
This document contains forward-looking statements. In some cases, forward-looking statements
can be identified by words such as believe, expect, anticipate, plan, potential,
continue or similar expressions. Such forward-looking statements are based upon current
expectations and beliefs and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the forward-looking
statements. Some of the forward-looking statements contained in this document include
statements about the proposed Stantec and TKC merger; including statements that: (i) the merger
will allow the combined company to realize strategic goals; (ii) the merger is expected to be
accretive to earnings of the combined company; (iii) the merger will allow Stantec to increase
its revenues from its United States operations by approximately 70%; (iv) the combination with
TKC will allow Stantec opportunities to cross sell services to TKCs client base; and (v) the
TKC shareholders will realize a premium of approximately 30%. These statements are not
guarantees of future performance, involve certain risks, uncertainties and assumptions that are
difficult to predict, and are based upon assumptions as to future events that may not prove
accurate. Therefore, actual outcomes and results may differ materially from what is expressed
herein. For example, if TKC does not receive required shareholder approvals, if Stantec is
unable to list its stock on a major US exchange or either party fails to satisfy other
conditions to closing, the merger will not be consummated. In addition, the combined companies
may not realize all or any of the expected benefits of the merger. The following factors, among
others, could cause actual results to differ materially from those described in the
forward-looking statements: global capital market activities, fluctuations in interest rates
and currency values, the effects of war or terrorist activities, the effects of disease or
illness on local, national, or international economies, the effects of disruptions to public
infrastructure, such as transportation or communications, disruptions in power or water supply,
industry and worldwide economic and political conditions, regulatory and statutory
developments, the effects of competition in the geographic and business areas in which the
companies operate, the actions of management, and technological changes. Actual results may
differ materially from those contained in the forward-looking statements in this document.
For Immediate Release
Keen Engineering signs letter of intent to join Stantec
EDMONTON AB (August 26, 2005) TSX: STN; NYSE SXC
Stantec announced today that Keen Engineering (Keen) has signed a letter of intent to join with
Stantec. Keen¾headquartered in Vancouver, British Columbia with approximately 275
employees and 10 offices in Canada and two in the United States¾is considered to be one
of the leading sustainable building systems design firms in North America. The transaction is
expected to close in October.
The addition of Keen is an important step in the evolution of Stantecs sustainable design
capabilities, says Tony Franceschini, Stantec President & CEO. When Keens 163 LEED ®
accredited professionals are combined with our existing capabilities in building systems as
well as architecture, interior design and other related services, Stantec will have one of the
largest sustainable design teams in North America with over 280 LEED® accredited
professionals.
Keen is a progressive consulting engineering firm specializing in sustainable mechanical,
electrical, and plumbing design for buildings and facilities. The company is one of the leaders
and advocates of the green building design movement throughout North America. Keen has provided
professional services for over 45 years and has offices in Vancouver, Victoria, Abbotsford,
Kamloops, and Kelowna, British Columbia; Calgary and Edmonton, Alberta; Toronto and Ottawa,
Ontario; Montreal, Quebec; Seattle, Washington; and San Francisco, California.
Joining Stantec will accelerate our vision of being a top-tier integrated building design firm
promoting sustainable development, says Kevin Hydes, Keen President & CEO. As a part of
Stantec we will have access to resources that will immediately allow us to enhance the depth
and breadth of services provided to our clients.
Stantec and Keen have worked together on a number of design projects including the Vancouver
International Airport and the Winnipeg International Airport.
For more information visit http://announcements.stantec.com/keen
Stantec, founded in 1954, provides professional design and consulting services in planning,
engineering, architecture, surveying, and project management. We support public and private sector
clients in a diverse range of markets, at every stage, from initial concept and financial
feasibility to project completion and beyond. Our services are offered through more than 4,500
employees operating out of over 50 locations in North America and the Caribbean. Stantec trades on
the Toronto Stock Exchange under the symbol STN and on the New York Stock Exchange under the symbol
SXC.
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Media Contact
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Investor Contact
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Keen Contact |
Kris Connor
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Simon Stelfox
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Kevin Hydes |
Media Relations
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Investor Relations
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President & CEO |
Stantec
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Stantec
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Keen Engineering |
Tel: 780-969-2015
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Tel: 780-917-7288
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Tel: 514-486-5336 |
stantec.com