Stantec Inc.

Stantec Inc.

September 15, 2005 14:42 ET

Stantec Completes the Acquisition of California-Based the Keith Companies

EDMONTON, ALBERTA and IRVINE, CALIFORNIA--(CCNMatthews - Sept. 15, 2005) - Stantec (TSX:STN) (NYSE:SXC) announced today that shareholders of The Keith Companies, Inc. (TKC) approved the merger agreement between Stantec and TKC and that Stantec has completed the acquisition of TKC. As a result, TKC stock (NASDAQ:TKCI) will cease trading on the Nasdaq stock exchange at the close of markets today.

"We're pleased to welcome TKC's employees, clients, and shareholders to the Stantec family," says Tony Franceschini, Stantec President & CEO. "Our new presence in California makes Stantec a leading urban land development services group in the region and offers many opportunities to use this local base to offer and sell our public sector services in the transportation and environment areas within one of the largest markets in North America."

The addition of TKC to Stantec significantly strengthens the Company's presence in the United States by adding approximately 850 employees in 10 locations throughout California and other 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 now has over 5,000 employees in more than 60 locations throughout North America.

"This is an exciting time for our company," says Aram Keith, TKC Chairman & CEO, who will be joining Stantec's board of directors. "We will be able to offer our clients a wider array of services in all our locations, and our employees will gain access to more robust financial and technological resources and can take advantage of the career development opportunities available in a large North American enterprise."

Summary of the transaction

- Stantec began trading on the New York Stock Exchange under the
symbol SXC on August 5, 2005

- 99% of shareholders who voted, were in favor of the merger

- In total, Stantec issued about 3,387,857 common shares and paid
approximately US$90,357,209 in cash to former TKC shareholders,
which represents a total merger consideration of approximately
C$232,307,000 (US$196,670,000)

- For each share of TKC stock, TKC shareholders who elected

- Mixed Consideration will receive US$11.00 and 0.4053 Stantec
common shares

- Stock Consideration will receive 0.7558 Stantec common shares,
subject to pro ration

- Cash Consideration will receive US$23.7175 in cash, subject to
pro ration (Stantec will announce the results of TKC shareholder
elections and any pro ration with respect to Stock Consideration
and Cash Consideration when available).

- Aram Keith, TKC Chairman & CEO, will become a member of Stantec's
board of directors

- All TKC offices will operate under the single-brand identity
of Stantec

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About The Keith Companies

TKC, headquartered in Irvine, California, is a multidiscipline engineering and consulting services company. With approximately 850 staff, TKC has provided a wide spectrum of skilled resources for over 20 years, 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.

About Stantec

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 5,000 employees operating out of over 60 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.

Cautionary note regarding forward-looking statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Some of these statements may involve risks and uncertainties. Actual results may be materially different from those contained in such forward-looking statements. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in Stantec's filings with the Securities and Exchange Commission.

Contact Information

  • Stantec
    Jay Averill
    Media Relations
    (780) 917-7441
    Simon Stelfox
    Investor Relations
    (780) 917-7288
    The Keith Companies
    Aram Keith
    Chairman & CEO
    (949) 923-6001