Keystone North America Inc. enters into Support Agreement with Service
Corporation International

    
    /NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE
    SERVICES/

    - KEYSTONE BOARD TO UNANIMOUSLY RECOMMEND OFFER -
    

TORONTO , Oct. 15 /CNW/ - Keystone North America Inc. ("Keystone") (TSX: KNA, KNA.UN), announced today that it has entered into a support agreement with Service Corporation International ("SCI") and a wholly-owned subsidiary of SCI (the "Support Agreement"). Under the terms of the Support Agreement, SCI has agreed to offer to purchase all the outstanding shares of Keystone, including those represented by income participating securities, at $8.00 per share. The offer price represents a 34% premium to Keystone's 20-day volume-weighted average share price.

The entering into of the Support Agreement follows a comprehensive review of strategic alternatives commenced by Keystone's board of directors in May 2009 , which included, among other things, a confidential sale process involving both potential financial and strategic buyers. The board of directors of Keystone has unanimously determined that the offer to be made by SCI is fair and in the best interests of the Company and that it will recommend that shareholders tender to the offer.

"Keystone's board of directors unanimously supports this transaction as it provides Keystone's shareholders with significant value and liquidity", noted Lorie Waisberg, Chairman of Keystone.

The transaction is expected to close in the first quarter of 2010, and is conditioned upon the tender of at least two-thirds of Keystone's outstanding common shares (calculated on a fully diluted basis). The transaction is also subject to customary closing conditions, including the receipt of regulatory approvals, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Act.

The Support Agreement also provides for, among other things, a non-solicitation covenant on the part of Keystone, subject to customary "fiduciary out" provisions, which entitle Keystone to consider and accept a superior proposal, subject to SCI's right to match and the payment to SCI of a termination fee in an amount of $6.0 million . In addition, the Support Agreement requires that Keystone not declare, pay or set aside for payment any further dividends, following the payment of the previously declared and announced dividend payable on October 15, 2009 . Should the transaction not be completed by February 28, 2010 , the offer price will be increased by $0.07 per share per month beginning on March 1, 2010 until completion. Keystone will continue to pay interest on its outstanding subordinated notes, including those represented by income participating securities.

BMO Capital Markets is acting as Keystone's financial advisor and assisted Keystone's board of directors with its comprehensive review of strategic alternatives. Keystone has received opinions from each of BMO Capital Markets and Scotia Capital Inc. that, subject to the limitations and qualifications stated in such opinions, the consideration to be received under the offer is fair, from a financial point of view, to Keystone shareholders. Keystone's legal counsel is Goodmans LLP.

A take-over bid circular containing the terms of the offer will be mailed to Keystone shareholders on or before November 16, 2009 together with Keystone's directors' circular unanimously recommending acceptance of the offer. Once mailed, these documents will also be available on SEDAR at www.sedar.com.

FORWARD LOOKING INFORMATION

This press release contains forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information. More particularly and without limitation, this press release contains forward-looking information concerning: the making of the offer by SCI, the timing for the mailing of the take-over bid documents, and the timing of the take-up of shares under the offer. Keystone has provided these anticipated times in reliance on certain assumptions that it believes are reasonable as of the date of this press release and assurances made by SCI, including assumptions and assurances as to the time required to prepare and mail the bid materials, the timing of receipt of the necessary regulatory, court and other approvals, and the time necessary to satisfy the conditions to the closing of the offer. These dates may change for a number of reasons, including unforeseen delays in preparing materials, inability to secure necessary regulatory, court or other approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the offer. As a result of the foregoing, readers should not place undue reliance on the forward-looking statements and information contained in this press release concerning these times.

The forward-looking information contained in this press release is made as of the date hereof and Keystone undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise.

%SEDAR: 00021578E

For further information: Steven A. Tidwell, President and Chief Executive Officer, [phone], [email protected]; Stephen Shaffer, Executive Vice-President and Chief Financial Officer, [phone], [email protected]; or please visit our investor website at http://www.keystonenorthamerica.ca