Correctional Services Corporation Enters Agreement to Be Acquired by The GEO Group, Inc.SARASOTA, Fla. -- Correctional Services Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :CSCQ CSCQ Centre Suisse de Contrôle de Qualité (French: Organisation for Quality Control of Medical Analysis; Switzerland) CSCQ China Soaring Crane Qigong CSCQ Conseil de la Santé Communautaire du Québec ) today announced the signing of a definitive merger agreement by which CSC will be acquired by The GEO Group The GEO Group is an international corporation that works in privitizing correctional facilities. Previously known as the Wackenhut Corrections Corporation, its name was changed in 2003 as a result of a merger with Group 4 Falck. , Inc. (NYSE NYSE See: New York Stock Exchange :GGI GGI General Graphics Interface GGI Goldense Group, Inc. (Needham, MA) GGI Guilty Gear Isuka (game) GGI Gold’s Gym International GGI GPS Geoscience Instrument ). Under the terms of the definitive agreement approved by the boards of directors of both GEO and CSC, GEO will acquire all outstanding shares of CSC, with CSC stockholders receiving $6.00 in cash per common share, or approximately $62 million in the aggregate, and GEO will assume approximately $124 million in CSC debt. The closing of the acquisition, which is subject to the approval of CSC's stockholders and federal regulatory agencies as well as to other customary conditions, is targeted for the beginning of the fourth quarter of 2005. James Slattery, President and Chief Executive Officer of CSC, commented, "We appreciate the long-term support of our stockholders and are pleased with this opportunity to realize enhanced stockholder value at $6.00 per share." Stuart Gerson, Chairman of the Board of Directors of CSC, added, "The Special Committee of CSC's Board of Directors worked very hard to realize value for the company's stockholders at a level that did not appear attainable by CSC in the near term." Jefferies & Company, Inc. served as financial advisor to CSC and Epstein Becker & Green, P.C. served as legal counsel to CSC. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 Certain statements contained in this press release are not historical but are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements regarding the expectations, beliefs, intentions or strategies regarding the future. The Company intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company's views as of the date they are made with respect to future events and financial performance, but are subject to many uncertainties and risks which could cause the actual results of the Company to differ materially from any future results expressed or implied by such forward-looking statements. Examples of such uncertainties and risks include, but are not limited to: GEO's ability to consummate the acquisition; fluctuations in occupancy levels and labor costs; the ability to secure both new contracts and the renewal of existing contracts; the possibility of unforeseen costs relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc facility closings, the ability to achieve profitability and public resistance to privatization privatization: see nationalization. privatization Transfer of government services or assets to the private sector. State-owned assets may be sold to private owners, or statutory restrictions on competition between privately and publicly owned ; ability to obtain construction financing; and ability to complete new construction projects within budgeted amounts. Additional risk factors include those discussed in reports filed by the Company from time to time on Forms 10-K, 10-Q and 8-K. The Company does not undertake any obligation to update any forward-looking statements. |
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