e425
Filed by The GEO Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Commission File No.: 001-14260
Subject Company: Cornell Companies, Inc.
Commission File No.: 001-14472
THE GEO GROUP AND CORNELL COMPANIES
ANNOUNCE HSR CLEARANCE TO MERGE
Boca Raton, Fla. June 2, 2010 The GEO Group (NYSE:GEO) and Cornell Companies (NYSE:CRN)
announced today that the waiting-period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 with respect to the previously announced proposed merger of GEO and Cornell Companies
(NYSE:CRN) has expired as of 11:59 pm on Tuesday, June 1, 2010, effectively clearing the
transaction by the United States Federal Trade Commission and the United States Department of
Justice Antitrust Division. The closing of the transaction remains subject to GEO and
Cornell stockholder approval, and other customary conditions to closing. GEO and Cornell continue
to expect that the transaction will close in the third quarter of 2010.
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. GEOs 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 of
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 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
Contact at GEO: Pablo E. Paez, Director, Corporate Relations, 1-866-301-4436
Contact at Cornell: Charles Siegel, Vice President, Public Policy, 1-713-623-0790
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 SECs 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 GEOs 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 Cornells directors and executive officers is
available in Cornells 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.
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
Contact at GEO: Pablo E. Paez, Director, Corporate Relations, 1-866-301-4436
Contact at Cornell: Charles Siegel, Vice President, Public Policy, 1-713-623-0790
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 Cornells stockholders to approve the merger; (ii) the failure of
GEOs 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 GEOs 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 GEOs and Cornells assessment of that impact; (xiv) GEOs 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 GEOs or Cornells results to differ materially from those described in
the forward-looking statements can be found in GEOs and Cornells 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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Contact at GEO: Pablo E. Paez, Director, Corporate Relations, 1-866-301-4436
Contact at Cornell: Charles Siegel, Vice President, Public Policy, 1-713-623-0790