Attached files
file | filename |
---|---|
EX-2.1 - EX-2.1 - CORNELL COMPANIES INC | w78144exv2w1.htm |
EX-99.1 - EX-99.1 - CORNELL COMPANIES INC | w78144exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 18, 2010
Cornell Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1-14472 | 76-0433642 | ||
(State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
incorporation) | File Number) | Identification No.) |
1700 West Loop South, Suite 1500
Houston, Texas 77027
(Address of principal executive offices) (Zip Code)
Houston, Texas 77027
(Address of principal executive offices) (Zip Code)
(713) 623-0790
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
þ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
þ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On April 19, 2010, Cornell Companies, Inc., a Delaware corporation (the Company), announced
that the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with The GEO
Group, Inc., a Florida corporation (GEO), and GEO Acquisition III, Inc., a Delaware corporation
and wholly owned subsidiary of GEO (Merger Sub), pursuant to which GEO will acquire the Company.
Pursuant to the terms of the Merger
Agreement, which have been approved by the board of directors of the Company, Merger Sub will be
merged with and into the Company, with the Company becoming a wholly owned subsidiary of GEO.
Under the terms and conditions of the Merger Agreement, the Companys stockholders may elect
to receive either (x) 1.30 shares of GEO common stock (the Stock Consideration) or (y) an amount
of cash consideration (the 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
common stock. In order to preserve the tax-deferred treatment of the merger, no more than 20% of
the outstanding shares of the common stock of the Company may be exchanged for the Cash
Consideration. If elections are made such that the aggregate cash consideration to be received by
Cornell stockholders would exceed $100 million in the aggregate, such excess amount may be paid at
the election of GEO in shares of GEO common stock or in cash.
The Merger Agreement contains customary representations and warranties of the parties. The
merger is expected to close in the third quarter of 2010 and consummation of the merger is subject to
a number of conditions, including, but not limited to (i) the approval of the Merger Agreement by
the stockholders of the Company; (ii) the approval of the issuance of the shares of GEO common
stock in connection with the transaction by the shareholders of GEO; (iii) effectiveness of a
Registration Statement on Form S-4 in connection with the transaction; and (iv) expiration or
termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended.
The Merger Agreement contains certain termination rights and provides that upon the
termination of the Merger Agreement under specified circumstances, including a change in the
recommendation of the Companys board of directors, the Company will pay GEO a cash termination fee
of $12 million and reimburse certain fees and expenses.
The foregoing summary is not a complete description of all of the parties rights and
obligations under the Merger Agreement and is qualified in its entirety by reference to the Merger
Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
A copy of the related press release is filed as Exhibit 99.1 hereto.
Cautionary Note
The filing of the Merger Agreement is not intended to provide any other factual information
about the Company, GEO or their respective subsidiaries and affiliates. The representations,
warranties and covenants contained in the Merger Agreement were made only for purposes of that
agreement and as of the specific dates set forth therein, were solely for the benefit of the
parties to the Merger Agreement, and may be subject to limitation agreed upon by the contracting
parties, including being qualified by confidential disclosures made for the purposes of allotting
contractual risk between the parties to the Merger Agreement instead of establishing these matters
as facts. The Merger Agreement may also be subject to standards of materiality deemed relevant to
the contracting parties that differ from those matters which may be deemed material to investors.
Investors are not third party beneficiaries under the Merger Agreement and should not rely on the
representations, warranties and covenants or any descriptions thereof as characterizations of the
actual state of facts or conditions of the Company, GEO, or any of their respective subsidiaries or
affiliates. In addition, the respective compliance dates for any such representations, warranties
and covenants vary, and thus any individual term or condition may not be relevant at any particular
time. Moreover, information concerning the subject matter of the representation and warranties may
change after the date of the Merger Agreement, which subsequent information may or may not be fully
reflected in the Companys public disclosure.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements within the meaning of the
Private
Securities Litigation Reform Act of 1995, notwithstanding that such statements are not specifically
identified. All statements other than statements of historical fact contained in this Current
Report on Form 8-K, including, among other things, statements regarding future events, the parties
future financial performance, business strategy, and plans and objectives for future operations,
are forward-looking statements. Forward-looking statements are typically identified by terminology
including anticipate, believe, can, continue, could, estimate, expect, intend,
may, plan, potential, predict, project, should, or will or the negative of these
terms or other comparable terminology. The Company cautions 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. These statements are only expectations and
involve known and unknown risks, uncertainties and other factors. New risks emerge from time to
time and it is not possible for the Company to predict all risks, nor can it address the impact of
all factors on the Companys business or the extent to which any risk, or combination of risks, may
cause its actual results to differ materially from those contained in any forward-looking
statements. You should not place undue reliance on any forward-looking statement, each of which
speaks only as of the date of this Current Report on Form 8-K. Some of the factors that could cause
the Companys results to differ materially from those described in the forward-looking statements
can be found in the Companys Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K filed with the SEC. Except as required by law, the Company undertakes
no obligation to update or revise publicly any of the forward-looking statements after the date of
this Current Report on Form 8-K to conform its statements to actual results or changed
expectations.
Important Additional Information About the Transaction
The press release included as Exhibit 99.1 may be deemed to be solicitation material in
respect of the proposed merger of GEO and the Company. The proposed transaction will be submitted
to the respective stockholders of GEO and the Company for their consideration. In connection with
the proposed transaction, GEO will file with the Securities and Exchange Commission (the SEC) a
registration statement on Form S-4 that will include a joint proxy statement of GEO and the Company
and that will also constitute a prospectus of GEO. Stockholders of the Company are urged to read
the Joint Proxy Statement/Prospectus when it becomes available 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 will be able to obtain a free copy of the Joint Proxy
Statement/Prospectus, as well as other filings containing information about the Company at the
SECs Internet site (http://www.sec.gov). Copies of the Joint Proxy Statement/Prospectus and the
SEC filings that will be 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,
One Park Place, Suite 700,
621 Northwest 53rd Street, Boca Raton, Florida.
This communication shall not constitute an offer to sell or the solicitation of an offer to
buy any securities nor shall there be any sale of securities in any jurisdiction in which the
offer, solicitation, or sale is unlawful before registration or qualification of the securities
under the securities laws of the jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as
amended.
Certain Information Regarding Participants
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 Cornells directors and executive officers is available in Cornells Annual
Report on Form 10-K for the year ended December 31, 2009, as amended, which was filed with the SEC
on February 26, 2010 and its proxy statement for its 2009 annual meeting of stockholders, which was
filed with the SEC on April 28, 2009. 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. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
2.1
|
Agreement and Plan of Merger, dated as of April 18, 2010, by and among Cornell Companies, Inc., The GEO Group, Inc. and GEO Acquisition III, Inc. | |
99.1
|
Joint Press Release by The GEO Group, Inc. and Cornell Companies, Inc. dated April 19, 2010. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 19, 2010 | CORNELL COMPANIES, INC. |
|||
By: | /s/ Cathryn L. Porter | |||
Name: | Cathryn L. Porter | |||
Title: Senior Vice President, General Counsel and Corporate Secretary |
||||
EXHIBIT INDEX
Exhibit No. | Description | |
2.1
|
Agreement and Plan of Merger, dated as of April 18, 2010, by and among Cornell Companies, Inc., The GEO Group, Inc. and GEO Acquisition III, Inc. | |
99.1
|
Joint Press Release by The GEO Group, Inc. and Cornell Companies, Inc. dated April 19, 2010. |