PENDLETON, Ind. – Remy International has entered into agreements for a transaction with Fidelity National Financial Inc. (FNF), which will result in the distribution of shares of Remy common stock held by FNF to the holders of its Fidelity National Financial Ventures (FNFV) tracking stock, and the acquisition by Remy of a small company, Fidelity National Technology Imaging LLC (FNTI), from FNF.
Under the transaction, FNFV will contribute all of the 16,342,508 shares of Remy common stock that FNFV owns and FNTI into a newly formed subsidiary (New Remy). New Remy will then be distributed to FNFV shareholders. Immediately following the distribution of New Remy to FNFV shareholders, New Remy and Remy will engage in a series of stock-for-stock transactions ending with a new publicly traded holding company, New Remy Holdco (New Holdco).
In the mergers, FNFV shareholders will receive a total of 16,615,359 shares of New Holdco common stock, or approximately 0.18117 shares for each share of FNFV tracking stock that they own. The remaining stockholders of Remy (other than New Remy) will receive a total of 15,652,824 shares, or one share of New Holdco for each share of Remy they own. Remy currently has approximately 32 million shares of common stock outstanding and at the conclusion of the transaction, New Holdco will have approximately 32.3 million shares of common stock outstanding. The transaction will be tax-free to all existing Remy stockholders.
This structure will result in New Holdco becoming the new public parent of Remy. It is anticipated that, immediately following the mergers, New Holdco will change its name to "Remy International Inc." and its shares will be listed on NASDAQ under the trading symbol "REMY." Under the organizational documents of New Holdco, the rights of the holders of the common stock of New Holdco will be the same as the rights of holders of Remy common stock.
The transaction, subject to customary closing conditions, is expected to close in December 2014 or in the first quarter of 2015.
Jay Pittas, Remy International Inc. president and CEO, commented, "We are very excited to announce this transaction, which will provide greater common stock liquidity and float and eliminates the controlling stockholder impact of FNF’s current ownership, as well as providing additional benefits of the Imaging business. We believe a completely independent Remy with a fully-distributed common stock will better enable Remy to pursue our strategic plans and be a catalyst for creating additional long-term value for our shareholders."
UBS Securities LLC and Willkie Farr & Gallagher LLP acted as advisers to a special committee of independent directors of Remy in connection with the transaction.
