Stantec Inc.

Stantec Inc.
The Keith Companies Inc.

April 14, 2005 17:11 ET

North American Design Firms Stantec and The Keith Companies to Combine; Stantec to Obtain US Listing






APRIL 14, 2005 - 17:11 ET

North American Design Firms Stantec and The Keith
Companies to Combine; Stantec to Obtain US Listing

- Stantec (TSX:STN) and The Keith Companies (NASDAQ:TKCI) announced
today that they have entered into an agreement to combine the two firms.
The agreement, which has been approved by the boards of directors of
Stantec and The Keith Companies (TKC), will help both companies realize
strategic business goals benefiting employees, clients, and shareholders.

TKC shareholders will receive approximately US$22.00 per share in cash,
Stantec common shares, or a combination of cash and Stantec common
shares. The transaction is expected to be accretive to Stantec's
earnings while significantly strengthening the firm's presence in the US
by adding 10 locations throughout southern California and approximately
850 employees. TKC also has offices in Portland, Oregon; Las Vegas,
Nevada; Phoenix, Arizona; Houston, Texas; Salt Lake City, Utah; and Ann
Arbor, Michigan. Stantec provides professional design and consulting
services in planning, engineering, architecture, surveying, and project
management and has over 4,200 employees in 50 locations throughout North

Summary of the Transaction

- Stantec will acquire TKC through a merger of TKC into a wholly owned
US subsidiary of Stantec.

- Pursuant to the merger agreement, each share of TKC common stock will
be exchanged for the following:

-- US$11.00 in cash

-- 0.23 Stantec shares (which was worth US$5.33 based on Stantec's
closing price on April 14, 2005), and

-- US$5.50 worth of Stantec shares to be calculated by dividing US$5.50
by the simple average of the weighted average sales price of the Stantec
common shares on the Toronto Stock Exchange (TSX) for each of the 20
trading days ending on the second trading day prior to the closing of
the merger, converted into US dollars for each trading day at the noon
buying rate quoted by the Federal Reserve Bank of New York on such
trading day.

- TKC shareholders will have the option to elect to receive their merger
consideration in cash, Stantec common shares, or a combination of cash
and Stantec common shares, in each case subject to proration.

- In connection with the merger agreement Stantec will become a US
Securities and Exchange Commission (SEC) registrant and on completion of
the transaction, Stantec's common shares will be listed on both the
Toronto Stock Exchange (TSX) and a major US stock exchange.

- The transaction is subject to customary conditions, including approval
of the transaction by TKC's shareholders and expiration of the waiting
period under the Hart Scott Rodino Act. Stantec's shareholders will not
be required to vote on the transaction.

- Stantec has entered into a shareholder support agreement with TKC's
Chairman & Chief Executive Officer whereby he has agreed to vote his
shares of TKC common stock in favor of the merger.

- The merger agreement contemplates that Aram Keith, TKC Chairman & CEO
will become a director of Stantec following completion of the

- In certain circumstances, TKC will pay Stantec a breakup fee in the
amount of US$3 million plus expenses if TKC terminates the merger

- The transaction is expected to close in the third quarter of 2005.

"The addition of TKC will increase the revenue of our operations in the
United States by approximately seventy per cent-based on 2004 numbers,"
says Tony Franceschini, Stantec President & CEO. "The combination of
Stantec and TKC will make up one of the most diversified design firms in
North America and a leading urban land development services group."

In 2004 TKC's gross revenues were US$105.3 million (C$137.7 million) and
Stantec's gross revenues were C$520.9 million (US$398.4 million).

"With TKC, Stantec will gain a strong presence in California-a key
market in North America-and an opportunity to lever this local base to
cross sell our public sector services in Transportation and
Environment," adds Franceschini. "This is a key strategic move in our
plan to become a top 10 global design firm."

Stantec provides professional design and consulting services in
planning, engineering, architecture, surveying, and project management
and supports 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. Stantec's services are offered through
more than 4,200 employees operating out of approximately 50 locations in
North America and the Caribbean.

"This is an exciting transaction for The Keith Companies' employees,
clients, and shareholders," says Aram Keith, TKC Chairman and CEO.
"Joining Stantec will substantially accelerate our growth plans and make
TKC a part of a North American firm with a widely diversified service
offering. Our employees will have access to more service specialists,
experts, and greater technological resources while our clients will gain
access to a wider range of services."

"Our shareholders will receive an immediate premium upon the
close-Stantec's offer represents an approximate 30% premium to TKC's
closing price on April 14-and they will have the opportunity to reinvest
in the combined company and take advantage of the revenue and cost
synergies that should result from the combination," adds Keith.

TKC, headquartered in Irvine, California is a multi-disciplined
engineering and consulting services company. With approximately 850
staff, TKC provides a wide spectrum of skilled resources including land
planning, engineering, surveying, mapping, environmental studies, and
water and cultural resources. Additionally, TKC provides mechanical,
electrical, chemical, power/energy engineering, and other industrial
engineering services to design and improve the efficiency and
reliability of automated and manufacturing processes, production lines,
and fire protection systems. TKC benefits from a diverse public and
private client base varying from residential and commercial real estate
projects to institutional, manufacturing, and processing facilities.

In connection with the transaction, Stantec plans to list its shares on
a major US stock exchange, while maintaining its listing on the Toronto
Stock Exchange. The issuance of Stantec shares in connection with the
transaction is also subject to the approval of the TSX. The TSX has
neither approved nor disapproved the contents of this release.

Conference Call for Analysts and Investors

The management teams from Stantec and TKC will be holding a conference
call for analysts and investors to discuss the proposed acquisition. The
call will be held tomorrow morning (Friday, April 15) at 8:00 AM EDT
(6:00 AM MDT - 5:00 AM PDT).

The live discussion can be accessed by dialing (800) 374-1207.

A webcast of the analyst and investor conference call will also be
available on the Internet at,,
and There will be a replay of the webcast available on
the websites for those shareholders and analysts who are unable to
listen to the live call.

Additional Information and Where to Find It

In connection with the proposed transaction, Stantec and TKC will file a
Registration Statement on Form F-4, a joint proxy statement/prospectus
and other related documents with the Securities and Exchange Commission
(the "SEC"). Stockholders of Stantec and TKC are advised to read these
documents when they become available because they will contain important
information. Stockholders of the companies may obtain copies of these
documents for free, when available, at the SEC's website at
These and such other documents may also be obtained for free from:

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 Stantec's
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 Stantec's 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 or by contacting Stantec at
the address or telephone number set forth above. Additional information
regarding TKC's directors and executive officers is also included 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 SEC's web site at or by contacting TKC at the
address or telephone number set forth above.

Cautionary Note Regarding Forward Looking Statements

This press release 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 press release 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 TKC's 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 press release.


Contact Information

    Stantec (Media)
    Jay Averill
    (780) 917-7441
    Stantec (Investor)
    Simon Stelfox
    (780) 917-7288
    The Keith Companies
    Aram Keith
    TKC Chairman & CEO
    (949) 923-6001
    The Keith Companies
    Tricia Ross
    Financial Relations Board
    (617) 520-7064
    (Will be posted live at 6:00pm ET)