Filed by The Keith Companies, 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.: 000-26561
This filing relates to the Agreement and Plan of Merger and Reorganization,
dated April 14, 2005, by and among Stantec Inc., Stantec Consulting California
Inc., and The Keith Companies, Inc. The following is a memorandum distributed by
the President and Chief Operating Officer of The Keith Companies on April 26,
2005.
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 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 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 www.sedar.com 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 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 SEC's 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 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. 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,
1
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, a downturn in the real estate market, 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
release.
THE KEITH COMPANIES/TKC
MEMORANDUM
Date: April 26, 2005 Job No.:
To: TKC RESTRICTED STOCK HOLDER Project: TKC/Stantec Merger
From: Eric Nielsen
Re: Restricted Stock Treatment
--------------------------------------------------------------------------------
TREATMENT OF TKC RESTRICTED STOCK
We have summarized below the treatment of outstanding restricted stock under The
Keith Companies' (TKC) merger agreement with Stantec. The following summary
assumes our merger is actually consummated, which is not expected to occur until
the third quarter 2005. Be advised that the merger is subject to various
conditions, including approval by TKC's shareholders, and if the merger is not
completed, all restricted stock will continue in effect in accordance with their
terms without modification.
This summary does not address the tax treatment resulting from restricted stock
transactions. You are directed to the TKC's filing on Form S-8 with the
Securities and Exchange Commission for a general discussion with respect to tax
matters. However, we strongly urge you to consult your own tax advisor.
If you hold RESTRICTED STOCK that has vested and is no longer subject to a risk
of forfeiture, your shares will be exchanged in the merger on the same terms as
all other outstanding shares of our common stock.
If you hold restricted stock that is not vested at the effective time of the
merger, Stantec common shares will be substituted for the shares of unvested
restricted common stock of TKC held by you. The substituted shares will continue
to be subject to the vesting provisions and risk of forfeiture provisions in
your restricted stock agreement. Each of your shares of TKC unvested restricted
common stock will be substituted with that number of shares of common stock of
Stantec that the holder would have received in the merger if such holder had
elected to receive all Stantec.
2