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Fidelity National Financial Ventures (FNFV) Establishes DIstribution Plan for Remy Int'l (REMY)

September 8, 2014 8:53 AM EDT

Fidelity National Financial Ventures (NYSE: FNFV), a tracking stock established to highlight the inherent value of the portfolio company investments of Fidelity National Financial, Inc. (NYSE: FNF), announced a plan ("the Distribution Plan") to distribute to FNFV shareholders the shares of Remy International, Inc. (Nasdaq: REMY) common stock that FNFV currently owns and the value of Fidelity National Technology Imaging, LLC, an FNFV subsidiary engaged in the document conversion business.

Under the Distribution Plan, FNFV shareholders will ultimately receive a total of 16,615,359 shares of New Remy Holdco Corp. ("New Remy Holdco") common stock, or approximately 0.18117 shares of New Remy Holdco common stock for each share of FNFV that they own.

More specifically under the Distribution Plan, FNFV will contribute all of the 16,342,508 shares of Remy common stock that FNFV currently owns and FNTI into a newly formed corporation known as New Remy Corp. ("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. It is anticipated that immediately following the series of stock-for-stock transactions, New Remy Holdco will change its name to Remy International, Inc. and its shares will be traded on the NASDAQ stock market under the trading symbol "REMY". Remy's common stock closed at $22.19 per share on Friday, September 5, 2014.

Remy currently has approximately 32 million shares of common stock outstanding and at the conclusion of the Distribution Plan, New Remy Holdco will have approximately 32.3 million shares of common stock outstanding. The distribution of New Remy to FNFV shareholders should be tax-free to both FNFV and FNFV shareholders and the subsequent mergers of New Remy and Remy and the resulting receipt of 16,615,359 shares of New Remy Holdco common stock by FNFV shareholders will be tax-free to FNFV shareholders.

The Distribution Plan is subject to customary closing conditions, including filing of a registration statement with the SEC and Remy shareholder approval. The Distribution Plan is expected to close in December 2014 or in the first quarter of 2015.

"We are very excited to announce the tax-free distribution of Remy common stock to FNFV shareholders," said FNF Chairman William P. Foley, II. "We believe this is a tax efficient way of conveying the value of Remy directly to FNFV shareholders and this distribution will significantly increase both the float and trading liquidity in Remy's common stock. We believe a completely independent Remy with a fully-distributed common stock will better enable Remy to pursue its strategic plans and be a catalyst for creating additional long-term value for its shareholders."



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