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
THE GEO GROUP AND CORNELL COMPANIES FILE DEFINITIVE JOINT
PROXY STATEMENT AND SCHEDULE SPECIAL STOCKHOLDER MEETINGS
Boca Raton, Fla. July 16, 2010 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. 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.
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
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 SECs 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 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, 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-
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
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 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