Press Releases

The GEO Group And Cornell Companies File Definitive Joint Proxy Statement And Schedule Special Stockholder Meetings

 

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.

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