North American Design Firms Stantec and The Keith Companies to Combine

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


EDMONTON, Alberta and IRVINE, Calif., April 14  /PRNewswire-FirstCall/ --
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 America.

  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
      transaction.

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

   *  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 [phone].

A webcast of the analyst and investor conference call will also be available on
the Internet at http://www.stantec.com/keithco, http://www.keithco.com/, and
http://www.stantec.com/.  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 http://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:  [phone]  Fax:  [phone]

   And from:
   The Keith Companies
   19 Technology Drive Irvine, California, USA 92618-2334
   Phone: [phone]  Fax: [phone]



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 http://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 http://www.sec.gov/ 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.

   Stantec Contacts             The Keith Companies Contacts
   Media                        Aram Keith
   Jay Averill                  TKC Chairman & CEO
   Tel:  [phone]         Tel: [phone]
   

   Investor                     Financial Relations Board
   Simon Stelfox                Tricia Ross
   Tel : [phone]         Tel: [phone]
   



Visit http://www.stantec.com/keithco (will be posted live at 6:00 PM Eastern
Time) 

DATASOURCE: The Keith Companies



CONTACT:  Media, Jay Averill, [phone], , or

Investors, Simon Stelfox, [phone], , both of

Stantec; or Aram Keith, TKC Chairman & CEO, [phone], or Tricia Ross of

Financial Relations Board, [phone], for The Keith Companies



Web site:  http://www.keithco.com/

http://www.stantec.com/ 

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