The GEO Group (NYSE:GEO) (“GEO”) and Cornell Companies
(NYSE:CRN) announced today the filing of a definitive joint proxy
statement in connection with the previously announced Agreement and
Plan of Merger (the “Merger Agreement”) between GEO, Cornell, and
GEO Acquisition III, Inc., pursuant to which Cornell will become a
wholly owned subsidiary of GEO.
GEO has scheduled a special meeting of GEO stockholders to
consider and vote upon the issuance of GEO common stock in
connection with the transactions contemplated by the Merger
Agreement. The special meeting of GEO stockholders will take place
on Thursday, August 12, 2010 at 10:00 a.m. (Eastern Time) at the
Boca Raton Resort & Club, 501 East Camino Real, Boca Raton,
Florida 33432. Cornell has scheduled a special meeting of Cornell
stockholders to consider and adopt the Merger Agreement. The
special meeting of Cornell stockholders will take place on
Thursday, August 12, 2010 at 10:00 a.m. (Central Time) at the
executive offices of Cornell located at 1700 West Loop South, Suite
1500, Houston, Texas 77027.
GEO and Cornell stockholders of record as of the close of
business on July 2, 2010, will be entitled to notice of the
respective special meeting and to vote at the special meeting. The
closing of the transaction remains subject to GEO and Cornell
stockholder approval, as well as other customary closing
conditions.
About The GEO Group
The GEO Group (http://www.geogroup.com) is a world leader in the
delivery of correctional, detention, and residential treatment
services to federal, state, and local government agencies around
the globe. GEO offers a turnkey approach that includes design,
construction, financing, and operations. GEO represents government
clients in the United States, Australia, South Africa, and the
United Kingdom. GEO’s worldwide operations include the management
and/or ownership of 62 correctional and residential treatment
facilities with a total design capacity of approximately 60,000
beds, including projects under development.
About Cornell Companies
Cornell Companies, Inc. (http://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 December 31, 2009, the Company had 68 facilities
in 15 states and the District of Columbia and a total service
capacity of 21,392.
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 definitive joint
proxy statement of GEO and Cornell and that also constitutes a
prospectus of GEO. The respective stockholders of the companies are
urged to read the definitive Joint Proxy Statement/Prospectus 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 may obtain a free copy of the
definitive Joint Proxy Statement/Prospectus, as well as other
filings containing information about the Companies at the SEC’s
Internet site (http://www.sec.gov). Copies of the definitive Joint
Proxy Statement/Prospectus and the SEC filings that are
incorporated by reference in the Joint Proxy Statement/Prospectus
can be obtained, free of charge, by directing a request to Pablo E.
Paez, Director, Corporate Relations, (561) 999-7306,
ppaez@geogroup.com, 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, are contained in the definitive
Joint Proxy Statement/Prospectus and other relevant materials filed
with the SEC. You may obtain free copies of these documents as
described in the preceding paragraph.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, notwithstanding that such statements are not specifically
identified. In addition, certain statements may be contained in the
future filings of GEO and Cornell with the SEC, in press releases
and in oral and written statements made by or with the approval of
GEO or Cornell, as applicable, that are not statements of
historical fact and constitute forward-looking statements within
the meaning of the Act. Forward-looking statements are typically
identified by words or phrases such as “will,” “anticipate,”
“estimate,” “expect,” “project,” “intend,” “plan,” “believe,”
“target,” “continue,” “remain,” “should,” “forecast,” and other
words and terms of similar meaning. These forward-looking
statements involve a number of risks, uncertainties and assumptions
which are difficult to predict. GEO and Cornell caution readers
that any forward-looking statement is not a guarantee of future
performance and that actual results could differ materially from
those contained in the forward-looking statement. Examples of
forward-looking statements include, but are not limited to: (i)
statements about the benefits of the proposed merger between GEO
and Cornell, including future financial and operating results, cost
savings, enhanced revenues and accretion to reported earnings that
may be realized from the merger; (ii) statements of plans,
objectives and expectations of GEO and Cornell or their managements
or Boards of Directors, including the expected timing of completion
of the transaction; (iii) statements of future economic
performance; and (iv) statements of assumptions underlying
such statements and other statements that are not historical facts.
Important factors that could cause actual results to differ
materially from those indicated by such forward-looking statements
include, but are not limited to: (i) the failure of Cornell’s
stockholders to approve the merger; (ii) the failure of GEO’s
shareholders to approve the issuance of shares of GEO common stock
in connection with the merger; (iii) the risk that GEO and
Cornell may be unable to obtain any governmental and regulatory
approvals required for the merger, or that any required
governmental and regulatory approvals may delay the merger or
result in the imposition of conditions that could cause the parties
to abandon the merger; (iv) the risk that a condition to
closing of the merger may not be satisfied; (v) the time
required to consummate the proposed merger; (vi) the risk that
the businesses will not be integrated successfully or that such
integration may be more difficult, time-consuming or costly than
expected; (vii) the risk that the expected increased revenues,
EBITDA, net income, and free cash flow may not be fully realized or
may take longer to realize than expected; (viii) revenues
following the merger may be lower than expected; (ix) the risk
that the cost savings and any other synergies from the transaction
may not be fully realized or may take longer to realize than
expected; (x) material differences in the actual financial
results of the merger compared with expectations, including the
full realization of anticipated cost savings and revenue
enhancements and the impact of the merger on GEO’s future earnings
per share; (xi) disruption from the transaction making it more
difficult to maintain relationships with customers, employees or
suppliers; (xii) the focus of management on merger-related
issues; (xiii) local, regional, national and international
economic conditions and the impact they may have on GEO and Cornell
and their customers and GEO’s and Cornell’s assessment of that
impact; (xiv) GEO’s common stock price volatility;
(xv) legislation affecting the correctional industry as a
whole, and/or GEO and Cornell and their subsidiaries individually
or collectively; (xvi) containing costs and expenses;
(xvii) governmental and public policy changes;
(xviii) the outcome of any pending and future litigation and
governmental proceedings; and (xix) continued availability of
financing. Additional factors that could cause GEO’s or Cornell’s
results to differ materially from those described in the
forward-looking statements can be found in GEO’s and Cornell’s
respective Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K filed with the SEC. All
subsequent written and oral forward-looking statements concerning
the proposed transaction or other matters and attributable to GEO
or Cornell or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements referenced
above. Each forward-looking statement speaks only as of the date of
the particular statement and neither GEO nor Cornell undertake any
obligation to publicly update any forward-looking statement to
reflect events or circumstances after the date on which such
statement is made, or to reflect the occurrence of unanticipated
events.
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