- Filing of certain prospectuses and communications in connection with business combination transactions (425)
2010年5月19日 - 7:31PM
Edgar (US Regulatory)
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
Avondale Partners Corrections Conference
New York City
May 19, 2010
- Company Confidential -
|
This presentation 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 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 Cornell's stockholders to approve
the merger; (ii) the failure of GEO's 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 GEO's 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 GEO's and Cornell's assessment of that impact; (xiv) GEO's 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
GEO's or Cornell's results to differ materially from those described in the forward-looking statements can be found in GEO's and Cornell's 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.
Forward-Looking Statements
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Important Additional Information About the Transaction
This presentation 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 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 Cornell and that will also constitute a prospectus of GEO. Stockholders of the companies are
urged to read the Joint Proxy Statement/Prospectus when they become 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 SEC's
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.
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, 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 above.
Disclosures and Additional Information
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Company Overview
Company Overview
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Company Profile
Three Business Units:
- U.S. Corrections
- International Services
- Mental Health - GEO Care
27 government clients
(21 U.S., 6 Int'l)
61 facilities (54 U.S., 7 Int'l)1
60,000 beds1 Under Management
Presence in United States, Australia,
South Africa and United Kingdom
LTM 1Q10 Operating Revenue:
$1.07 Billion2
(1) Facility & Bed Count Includes GEO Projects Under Development & Non
GEO-Managed Facilities: Mesa Verde Correctional Facility & Delaney Hall.
(2) Operating Revenue Excludes Pass-Through Construction Revenues.
U.S. International GEO
East 0.73 0.15 0.12
U.S.
Corrections
73%
International
Services
15%
GEO Care
12%
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Strong Regional U.S. Platform
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International Operations
4 Facilities - 3,288 Beds
1 Facility - 3,024 Beds
2 Facilities - 835 Beds
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Facility Bed Count Annual Revenues
South Fla. State Hospital 335 $ 36.0 Million
South Fla. Evaluation & Treatment Center 238 $ 26.0 Million
Florida Civil Commitment Center 720 $ 26.0 Million
Palm Beach County Jail Mental Health N/A $ 3.0 Million
Treasure Coast Forensic Treatment Center 223 $ 24.0 Million
Columbia Regional Care Center 354 $ 30.0 Million
1,870 $145.0 Million
GEO Care manages the 335-Bed South Florida State
Hospital, located in Pembroke Pines, Fla., under contract
with the Florida Department of Children and Families.
GEO Care - Facility Operations
GEO Care's Growing Facility Operations
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Merger Overview
Merger with Cornell
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A Combination of Quality Operators
Three Business Units:
- U.S. Corrections
- GEO Care - Behavioral Health
& Correctional Healthcare
- International Services
27 government clients
(21 U.S., 6 International)
62 facilities (54 U.S., 8 International)1
60,000 beds1 Under Management
Presence in United States, Australia,
South Africa and United Kingdom
FY-09 Operating Revenue:
$1.04 Billion2
(1) Facility & Bed Count Includes GEO Projects Under Development & Non GEO-Managed Facilities: Mesa Verde Correctional Facility & Delaney Hall.
(2) Operating Revenue Excludes Pass-Through Construction Revenues.
Three Operating Divisions:
- Adult Secure Services
- Adult Community-Based Services
- Abraxas Youth & Family Services
Diverse federal, state and local
government clients
68 facilities across 15 states
~21,300 beds capacity
FY-09 Operating Revenue:
$412 Million
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Excellent Strategic Fit:
Combination creates more diversified platform with expertise in key market
segments allowing combined company to provide better services on a more cost-
efficient basis to government clients
Combined company well positioned to implement industry's best practices
Expanded Service Platform:
Enhanced service platform to respond to the growing needs for diversified services
for government client base
Improved ability to pursue new business opportunities by offering a full range of
services
Combined company will have a total of 129 facilities and more than 81,000 beds
Enhances the value to our combined shareholder base:
Integration of Cornell's operating divisions into our existing business unit platform
is expected to create significant cost savings and synergies
Transaction Rationale
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The New GEO Group
+
Pro Forma
(1) 360-bed Mesa Verde Community Correctional Facility in California is currently owned by The GEO Group and is operated by Cornell Companies.
(2) Excludes synergies.
(3) Excludes non-recourse debt. Assumes all stock transaction.
(4) Includes non-recourse debt. Assumes all stock transaction.
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Creating a More Diversified Platform
GEO Care International Services U.S. Corrections
data 0.12 0.13 0.75
Abraxas Adult Community Adult Secure Construction ^ Design
data 0.25 0.18 0.57 0.09
GEO Care International Services U.S. Corrections
data 0.22 0.09 0.69
U.S.
Corrections
75%
International
Services
13%
GEO Care
12%
Adult
Secure
57%
U.S.
Corrections
69%
Abraxas
25%
Adult
Community
18%
International
Services
9%
GEO Care
22%
+
Pro Forma
Percentage Shares are based on 2009 Revenues
* Pro Forma Reflects integration of Community-Based & Behavioral Health Facilities into GEO Care
GEO Care also provides Correctional Healthcare Services in Adult Secure Facilities
=
$1.043 Billion
$412 Million
$1.455 Billion
|
Managed Only 32
Owned 44
Leases 45
Increasing Facility Ownership Profile
Managed Only 21
Owned 21
Leases 12
GEO Controlled
61%
Gov't Controlled
39%
GEO Controlled
74%
Gov't Controlled
26%
Facility Ownership
GEO Pre-Transaction
Analysis of Facility Ownership Excludes GEO's International Operations
Leases
12 Facilities
22%
Managed-Only
21 Facilities
39%
Owned
21 Facilities
39%
Facility Ownership
GEO Post-Transaction
Leases *
45 Facilities
38%
Managed-Only
32 Facilities
26%
Owned
44 Facilities
36%
* Leases Post Transaction Include Cornell's MCF Facilities
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Sound Integration Plan
Highlights
Cornell Adult Secure Facilities to
be integrated into GEO U.S.
Corrections Regional Structure
GEO Care to expand behavioral
treatment services and provide
adult correctional healthcare
International footprint provides for
global reach of diversified services
U.S.
Corrections
GEO Care
International
Services
Adult Secure
Abraxas
Behavioral
Health
Community
Based
Treatment
+
+
Pro Forma
U.S.
Corrections
GEO Care
International
Services
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Diversified Global Platform
CRN Abraxas Behavioral Facilities
CRN Adult Community-Based Facilities
CRN Adult Secure Facilities
CRN Headquarters
GEO Adult Secure Facilities
GEO Care Residential Facilities
GEO Headquarters
GEO Regional Offices
+
=
67 Adult Secure Facilities
62 Behavioral Health &
Community Based Facilities
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Growth - Industry Proposal Pipeline
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Cornell (NYSE:CRN)
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から 6 2024 まで 7 2024
Cornell (NYSE:CRN)
過去 株価チャート
から 7 2023 まで 7 2024
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