Cornell Companies, Inc. Sets Record Date for Stockholders Entitled to Vote on the Merger With The GEO Group Inc.
June 28 2010 - 4:48PM
Cornell Companies, Inc. (NYSE:CRN) ("Cornell"), a private provider
of corrections, treatment and educational services outsourced by
federal, state and local government agencies, announced today that
a record date has been established for a special meeting of
stockholders to consider and vote upon a proposal to adopt the
previously announced Agreement and Plan of Merger between Cornell,
The GEO Group, Inc. ("GEO") and GEO Acquisition III, Inc., pursuant
to which Cornell will become a wholly owned subsidiary of GEO.
Cornell stockholders of record as of the close of business on
July 2, 2010, will be entitled to notice of the
special meeting and to vote at the special meeting. The meeting
date for the special meeting has not yet been
determined. Depending on when Cornell is able to schedule the
special meeting, Cornell may have to adjust the record date to
ensure that the record date is not more than sixty days prior to
the date of the special meeting, as required by Cornell's by-laws
and Delaware law. The closing of the transaction remains
subject to GEO and Cornell stockholder approval, as well as other
customary closing conditions. GEO and Cornell expect that the
transaction will close in the third quarter of 2010.
About Cornell Companies
Cornell Companies, Inc. (www.cornellcompanies.com) is a leading
private provider of corrections, treatment and educational services
outsourced by federal, state and local governmental agencies.
Cornell provides a diversified portfolio of services for adults and
juveniles, including incarceration and detention, transition from
incarceration, drug and alcohol treatment programs, behavioral
rehabilitation and treatment, and grades 3-12 alternative education
in an environment of dignity and respect, emphasizing community
safety and rehabilitation in support of public policy. At March 31,
2010, the Company had 68 facilities in 15 states and the District
of Columbia and a total service capacity of 21,392.
The Cornell Companies, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=1468
Important Additional Information About the
Transaction
This press release may be deemed to be solicitation material in
respect of the proposed merger between GEO and Cornell. The
proposed transaction will be submitted to the respective
stockholders of GEO and Cornell for their consideration. In
connection with the proposed transaction, GEO has filed with the
Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4, as amended, that includes a preliminary
joint proxy statement of GEO and Cornell and that also constitutes
a prospectus of GEO. The preliminary materials are subject to
review by the SEC and a definitive joint proxy statement/prospectus
will be filed following such review. The respective stockholders of
the companies are urged to read the definitive Joint Proxy
Statement/Prospectus when it becomes available and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information. You will be able to obtain a free copy of the
definitive Joint Proxy Statement/Prospectus, when available, as
well as other filings containing information about the Company at
the SEC's Internet site (http://www.sec.gov). Copies of the
definitive Joint Proxy Statement/Prospectus and the SEC filings
that will be incorporated by reference in the Joint Proxy
Statement/Prospectus can be obtained, when available, free of
charge, by directing a request to Pablo E. Paez, Director,
Corporate Relations, (561) 999-7306, One Park Place,
Suite 700, 621 Northwest 53rd Street, Boca Raton, Florida.
Participants in the Solicitation
GEO, Cornell and their respective directors and executive
officers and other persons may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information regarding GEO's directors and executive officers is
available in its Annual Report on Form 10-K for the year ended
January 3, 2010, which was filed with the SEC on
February 22, 2010, and its proxy statement for its 2010 annual
meeting of stockholders, which was filed with the SEC on
March 24, 2010, and information regarding Cornell's directors
and executive officers is available in Cornell's Annual Report on
Form 10-K, for the year ended December 31, 2009, which was
filed with the SEC on February 26, 2010 and its Form 10-K/A,
which was filed with the SEC on April 30, 2010. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the definitive
Joint Proxy Statement/Prospectus and other relevant materials to be
filed with the SEC when they become available. You may obtain free
copies of these documents as described in the preceding paragraph.
CONTACT: Cornell Companies, Inc.
Charles Siegel, Vice President, Public Policy
(713) 623-0790
Cornell (NYSE:CRN)
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