Keystone North America Inc. Announces Mailing of Offering Documents

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

TORONTO, Nov. 16 /CNW/ - Keystone North America Inc. ("Keystone") (TSX:KNA, KNA.UN) today announced that Service Corporation International ("SCI") (NYSE: SCI) has begun mailing its takeover bid circular (the "Offer Circular") and Keystone's corresponding directors' circular (the "Directors' Circular") to shareholders of Keystone ("Shareholders") in connection with the transaction announced on October 15, 2009. With the mailing of the Offer Circular, SCI Alliance Acquisition Corporation (the "Offeror"), a wholly-owned subsidiary of SCI, is formally launching its offer (the "Offer") to purchase all the outstanding shares of Keystone, including those represented by income participating securities (the "Keystone Shares"), at a price of $8.00 in cash per Keystone Share. In the event that the Offeror has not taken up and paid for Keystone Shares under the Offer before March 1, 2010, the consideration offered per Keystone Share under the Offer shall increase by an amount equal to $0.07 in cash on the first day of each calendar month, beginning on March 1, 2010, until any Keystone Shares are taken up and paid for under the Offer. The Offer will be open for acceptance until 5:00 p.m. (Eastern time) on December 22, 2009, unless withdrawn, modified or extended. The full terms and conditions of the Offer are outlined in the Offer Circular.

The Directors' Circular contains, among other things, the unanimous recommendation of the board of directors of Keystone (the "Keystone Board") that Shareholders accept the Offer and tender their Keystone Shares to the Offer and the reasons for the recommendation of the Keystone Board. In reaching its conclusions, the Keystone Board, assisted by its financial and legal advisors, carefully considered all aspects of the Offer as well as the factors described in the Directors' Circular, including:

    
    -   The Offer represents the best alternative following a comprehensive
        strategic review process conducted by the Keystone Board. The process
        included the investigation of various strategic alternatives,
        including debt and equity financings, an amended dividend policy and
        the undertaking of a robust sale process conducted by the Keystone
        Board that included, amongst other things, consideration of various
        merger and business combination scenarios and the inclusion of North
        American and international potential purchasers.

    -   The consideration to be paid to Shareholders pursuant to the Offer is
        all cash, which provides liquidity and certainty of value to
        Shareholders.

    -   The Offer represents a premium of approximately 34% over the 20-day
        volume-weighted average price and a premium of approximately 38% over
        the 50-day volume-weighted average price of the Keystone Shares on
        the TSX for the period ending on October 14, 2009, the last trading
        day prior to the public announcement of the signing of the support
        agreement between Keystone, SCI and the Offeror dated October 14,
        2009 (the "Support Agreement").

    -   Continued weakness in credit markets has constrained Keystone's
        anticipated ability to refinance its existing senior credit
        facilities on acceptable terms. In this context, the Keystone Board
        instructed management and BMO Capital Markets, financial advisor to
        Keystone, to investigate refinancing alternatives. Upon completion of
        this review, the Keystone Board's conclusion was that, unless credit
        markets change significantly, any new senior credit facilities might
        be expected to be available on terms that would place limits on
        future acquisitions, capital expenditures and dividends. Based on
        advice from BMO Capital Markets, among other things, the Keystone
        Board believes that, to execute Keystone's business plan, the
        entering into of new credit facilities might also require a
        recapitalization that could be dilutive to existing Shareholders and
        may require a material reduction in dividends.

    -   BMO Capital Markets and Scotia Capital each delivered a fairness
        opinion dated October 14, 2009 to the effect that, subject to the
        assumptions, qualifications and limitations discussed therein and as
        of the date thereof, the consideration offered under the Offer is
        fair from a financial point of view to Shareholders (other than the
        Offeror or any of its affiliates).

    -   The Offeror is a wholly-owned subsidiary of SCI, a funeral home
        operator with a track record of successfully completing acquisitions.
        The Support Agreement contains a covenant and guarantee from SCI
        regarding the Offeror's obligations.

    -   The terms and conditions of the Support Agreement do not preclude an
        unsolicited third party from proposing or making a superior proposal
        or, provided Keystone complies with the terms of the Support
        Agreement, do not preclude the Keystone Board from considering and
        acting on a superior proposal, prior to the take up of Keystone
        Shares by the Offeror.
    

"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.

Shareholders are urged to carefully read the Offer Circular and Directors' Circular, which contain important information about the Offer. Shareholders may obtain a copy of the Offer Circular or the Directors' Circular on the website maintained by the Canadian securities regulatory authorities at www.sedar.com.

About Keystone North America Inc.:

Keystone, through its subsidiaries, is a leading funeral service provider in North America, operating 195 funeral homes and 15 cemeteries across the United Sates and the province of Ontario, making it, in management's estimate, the fifth largest funeral home operator in North America.

FORWARD-LOOKING INFORMATION

Certain statements contained in this press release constitute "forward-looking information" within the meaning of applicable securities laws, which reflects expectations regarding future outcomes which may include, among other things, the future growth, results of operations, performance and business prospects and opportunities of Keystone. 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. Such forward-looking information reflects management's and the Keystone Board's current beliefs and is based on information currently available to management and the Keystone Board. As a result of the foregoing, readers should not place undue reliance on the forward-looking statements and information contained in this press release. In particular, this press release contains forward-looking information pertaining to the general business and strategies of Keystone, the business prospects of Keystone and the ability to refinance Keystone's existing senior credit facilities. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, including, but not limited to the state of credit markets or other factors discussed under the heading "Risk Factors" in Keystone's Annual Information Form dated March 24, 2009. Although the forward-looking information contained in this press release is based upon what management and the Keystone Board believe are reasonable assumptions, Keystone cannot assure investors that actual results will be consistent with this forward-looking information. The forward-looking information speaks only as of the date of this press release and none of the management or the Keystone Board undertakes any obligation to publicly update or revise any forward-looking information contained in this press release, except as required by applicable laws.

%SEDAR: 00021578E

SOURCE KEYSTONE NORTH AMERICA INC.

For further information: For further information: Steven A. Tidwell, President and Chief Executive Officer, (813) 225-4653, stidwell@keystonegroup.com

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KEYSTONE NORTH AMERICA INC.

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