The GEO Group, Inc. (NYSE: GEO) (“GEO”) announced today the final results of the elections made by former stockholders of Cornell Companies, Inc. (NYSE: CRN) (“Cornell”) as to the form of merger consideration they wish to receive in connection with the acquisition of Cornell by GEO. GEO closed the acquisition on August 12, 2010, after Cornell stockholders approved the transaction at a special meeting and GEO shareholders approved the issuance of shares of GEO common stock issuable as merger consideration at a special meeting.
There were approximately 15,155,527 shares of Cornell common stock outstanding as of the closing of the acquisition, excluding 358,763 treasury shares. The final results of elections made by Cornell stockholders are as follows:
- 8,456,593 shares of Cornell common stock (approximately 55.8% of the outstanding shares of Cornell common stock as of the closing of the acquisition) elected to receive GEO common stock.
- 3,056,109 shares of Cornell common stock (approximately 20.2% of the outstanding shares of Cornell common stock) elected to receive cash.
- 3,642,825 shares of Cornell common stock (approximately 24.0% of the outstanding shares of Cornell common stock) failed to make a valid election.
Based on the final election results and the terms of the merger agreement between GEO, GEO Acquisition III, Inc. and Cornell (the "Merger Agreement"):
- former Cornell stockholders who made valid elections to receive stock consideration will receive the GEO stock consideration for 100% of their shares.
- former Cornell stockholders who made valid elections to receive cash consideration will receive cash consideration for approximately 99% of their shares and the GEO stock consideration for approximately 1% of their shares.
- former Cornell stockholders who failed to make a valid election will receive the stock consideration for each share subject to such non-election.
Pursuant to the Merger Agreement, fractional shares of GEO common stock will not be issued. In lieu thereof, former Cornell stockholders will receive cash for their fractional share interests based on the $21.56 closing price of GEO common stock on August 11, 2010 (the last trading day prior to the closing of the transaction).
About The GEO Group, Inc.
The GEO Group, Inc. 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 119 correctional, detention and residential treatment facilities with a total design capacity of approximately 81,000 beds, including projects under development as well as eight non-residential service centers with a total service capacity of approximately 1,400.
Pablo E. Paez, 866-301-4436
Director, Corporate Relations
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