The Enstar Group, Inc. Announces Receipt of Shareholder Approval for Merger with Castlewood
30 Enero 2007 - 11:41AM
PR Newswire (US)
MONTGOMERY, Ala., Jan. 30 /PRNewswire-FirstCall/ -- At the annual
meeting of shareholders of The Enstar Group, Inc. held on Tuesday,
January 30, 2007, the Enstar shareholders voted to approve the
Agreement and Plan of Merger, dated as of May 23, 2006, among
Castlewood Holdings Limited, CWMS Subsidiary Corp, a wholly-owned
subsidiary of Castlewood, and Enstar, pursuant to which CWMS
Subsidiary Corp will merge with and into Enstar, with Enstar
becoming a wholly-owned subsidiary of Castlewood. Castlewood and
Enstar expect the merger to close after 4:00 p.m. Eastern Time on
Wednesday, January 31, 2007. Upon completion of the merger,
Castlewood will be renamed Enstar Group Limited and the ordinary
shares of Castlewood will trade on the NASDAQ Global Select Market
under the ticker symbol "ESGRD" for a period of approximately 20
trading days and, thereafter, will trade under the ticker symbol
"ESGR". Also today, in connection with the approval of the merger
by its shareholders, Enstar paid a dividend of $3.00 per share to
each shareholder of record on January 16, 2007. Enstar's merger
with Castlewood was announced on May 24, 2006. In connection with
the proposed merger, Castlewood has filed a registration statement,
which includes a proxy statement prepared by Enstar and other
materials, with the Securities and Exchange Commission ("SEC").
INVESTORS ARE URGED TO READ THESE MATERIALS BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT CASTLEWOOD, ENSTAR, THE PROPOSED MERGER
AND RELATED MATTERS. The registration statement and proxy
statement, as well as other filed documents containing information
about Castlewood, Enstar, the proposed merger and related matters,
are available for free through Enstar's website,
http://www.enstargroup.com/ and the SEC's website,
http://www.sec.gov/. This report contains certain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements include statements regarding
the intent, belief or current expectations of Enstar and its
management team. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance
and involve risks and uncertainties, and that actual results may
differ materially from those projected in the forward-looking
statements as a result of various factors. Important risk factors
regarding Enstar are set forth in Item 1A. "Risk Factors" to
Enstar's Form 10-K/A for the year ended December 31, 2005 and under
the heading "Risk Factors" in the registration statement on Form
S-4 filed by Castlewood with the SEC. Those risk factors are hereby
incorporated herein by reference. Furthermore, Enstar does not
undertake any obligation to update any written or oral
forward-looking statements or publicly announce any updates or
revisions to any of the forward-looking statements contained herein
to reflect any change in its expectations with regard thereto or
any change in events, conditions, circumstances or assumptions
underlying such statements, except as required by law. Filed by The
Enstar Group, Inc. Pursuant to Rule 425 under the Securities Act of
1933 Subject Company: Castlewood Holdings Limited Commission File
No.: 333-135699 DATASOURCE: The Enstar Group, Inc. CONTACT: Amy M.
Dunaway, +1-334-834-5483 Web site: http://www.enstargroup.com/
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