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
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Press Release |
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Date:
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January 30, 2007
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Contact:
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Amy M. Dunaway |
For Release:
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Immediately
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Telephone:
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(334) 834-5483 |
THE ENSTAR GROUP, INC. ANNOUNCES RECEIPT OF SHAREHOLDER APPROVAL FOR MERGER WITH
CASTLEWOOD
Montgomery, Alabama January 30, 2007 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.
Enstars 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 Enstars website, www.enstargroup.com and the SECs
website, www.sec.gov.
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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
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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 Enstars 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.
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