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., The Keith Companies, Inc. The following is an email from the Chief
Executive Officer of The Keith Companies to its employees on April 15, 2005.
To: All TKC Division and Subsidiary Staff
From: Aram Keith
Subject: Recent News - Our Merger with Stantec
I wanted to communicate with you at a personal level as soon as I could to
discuss the news that has been announced about the company. The news announced
is that we have reached an agreement with Stantec, a design leader in North
America, to join forces. A copy of the press release that was issued on April 14
is available through our company website.
Stantec's vision is to be a top 10 global design firm and as part of the merger
we will play a key role in helping the company to attain that goal in addition
to enjoying the way it helps us achieve our own goals. What this means for you
is that our company will be joining Stantec at a very exciting time where
opportunities are available to expand professional experiences and advance the
development of careers. In addition, we will gain access to robust technological
systems and tools that will help to provide even greater value to you, our
clients, and our vendors.
I understand that during times of change in an organization the most difficult
issue to work through is uncertainty. This is why we have created a joint web
site entitled OUR NEXT STEP at www.stantec.com/keithco to keep you informed
about the changes occurring over the next few months. On that site there is an
Employee Only section (upper right corner button) that is accessible only from
within the two companies' office networks where you will find more information
about Stantec and its business and also be able to ask questions and provide
feedback.
I invite you to visit this site to find out more about Stantec and the merging
of our companies. As the founder and CEO of The Keith Companies, I am very proud
of what we have accomplished together over the last two decades and I look
forward to taking this next step in our growth with you.
Sincerely,
Aram H. Keith
www.stantec.com/keithco
DISCLAIMER:
The information transmitted is intended only for the person or entity to which
it is addressed and may contain confidential, proprietary and/or privileged
material. Any unauthorized use, distribution, copying or disclosure of this
communication is prohibited. If you have received this communication in error,
please contact the sender immediately and delete all copies of this message.
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 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, 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.