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 STANTEC INC.S ARRANGEMENT OF A CDN$160,000,000 CREDIT FACILITY.
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.
News Release
For Immediate Release
Stantec Announces New CDN$160,000,000 Credit Facility
EDMONTON AB (September 1, 2005) TSX: STN; NYSE SXC
Stantec announced today that the Company has reached an agreement on a CDN$160 million credit
facility. The arrangement is a revolving, three-year credit facility and is available for
acquisitions, for working capital, and for general corporate purposes. It will also be used to
finance part of the acquisition of The Keith Companies Inc. (TKC), the closing of which is
scheduled for September 15, 2005, subject to approval of TKC shareholders.
The credit arrangement reflects Stantecs valued status in the financial community, says Don
Wilson, Stantec Vice President & CFO. This financing provides Stantec with the flexibility to
continue to achieve our growth plan to be a top 10 global design firm.
The credit facility is being made available by a syndicate of financial institutions and is led
by Canadian Imperial Bank of Commerce, as administrative agent and arranger; Bank of Nova
Scotia, as syndication agent; Alberta Treasury Branches; and Canadian Western Bank.
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 |
Kris Connor |
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Don Wilson |
Media Relations |
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Vice President & CFO |
Stantec |
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Stantec |
Tel: (780) 969-2015 |
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Tel: (780) 917-7269 |
stantec.com