The Enstar Group, Inc. and Castlewood Announce Completion of Merger
31 Enero 2007 - 3:20PM
PR Newswire (US)
MONTGOMERY, Ala., and HAMILTON, Bermuda, Jan. 31
/PRNewswire-FirstCall/ -- The Enstar Group, Inc. ("Enstar")
(NASDAQ:ESGR) and Enstar Group Limited, formerly known as
Castlewood Holdings Limited ("Limited"), today announced that CWMS
Subsidiary Corp., a wholly-owned subsidiary of Limited, has merged
with and into Enstar and, as a result of the merger, Enstar, which
has changed its name to Enstar USA, Inc., is now a direct
wholly-owned subsidiary of Limited. Effective as of the close of
trading today, trading in Enstar's common stock has ceased and
certificates for shares of Enstar common stock now represent the
same number of Limited ordinary shares. Commencing tomorrow, the
ordinary shares of Limited 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." Before the closing of the merger, Limited
completed a recapitalization, pursuant to which Limited: (1)
exchanged all of its outstanding shares for ordinary shares of
Limited, (2) designated the initial Board of Directors of Limited
immediately following the Merger; (3) repurchased certain shares of
Limited held by Trident II, L.P. ("Trident") and certain of its
affiliates; (4) made payments totaling $5,076,000 to certain of
Limited's executive officers and employees; and (5) purchased,
through its wholly-owned subsidiary, Castlewood Limited, the shares
of B.H. Acquisition Ltd., a Bermuda company, held by an affiliate
of Trident. This press release 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, Limited and
their respective management teams. 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 and
Limited 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
Limited with the SEC. Those risk factors are hereby incorporated
herein by reference. Furthermore, neither Enstar nor Limited
undertakes 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 their expectations with regard
thereto or any change in events, conditions, circumstances or
assumptions underlying such statements, except as required by law.
DATASOURCE: The Enstar Group, Inc. CONTACT: Amy Dunaway of The
Enstar Group, Inc., +1-334-834-5483; or Richard Harris, of
Castlewood, +1-441-292-3645
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