Cornell Companies, Inc. Announces Anticipated Closing Date of Merger With The GEO Group, Inc.
August 06 2010 - 8:00AM
Cornell Companies, Inc. (NYSE:CRN) ("Cornell") announced today that
it anticipates closing its merger with The GEO Group, Inc. on
Thursday, August 12, 2010, following the previously announced
special meetings of Cornell and GEO stockholders. The closing
of the transaction remains subject to Cornell and GEO stockholder
approval, as well as other customary closing conditions.
Under the terms of the definitive merger agreement, stockholders
of Cornell have the option to elect to receive either (x) 1.3
shares of GEO common stock for each share of Cornell common stock
or (y) an amount of cash consideration equal to the greater of (i)
the fair market value of one share of GEO common stock plus $6.00
or (ii) the fair market value of 1.3 shares of GEO stock, subject
to certain limitations. Assuming the merger closes on August
12, 2010, the fair market value of GEO common stock for determining
the cash consideration to be received in the merger for each share
of Cornell stock would be $21.58, which was calculated based upon
the average closing price of GEO common stock on the ten trading
days between July 15, 2010 and July 28, 2010. Therefore, the
cash consideration would be $28.054 for each share of Cornell
common stock. The cash consideration per share could change
if the merger does not close as expected on August 12, 2010.
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 June 30, 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 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.
CONTACT: Cornell Companies, Inc.
Charles Siegel, Vice President, Public Policy
(713) 623-0790
Cornell (NYSE:CRN)
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