<PAGE>
Filed by IMS Health Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: IMS Health Incorporated
Commission File No. 001-14049
THE FOLLOWING IS A SLIDE SHOW PRESENTATION GIVEN BY IMS HEALTH INCORPORATED ON
MARCH 30, 2000:
SLIDE 1
IMS HEALTH [logo] [logo] TRIZETTO
SLIDE 2
ANNOUNCING
The Global Leader in eHealthcare
A merger of
IMS HEALTH [logo] [logo]TRIZETTO
SLIDE 3
IMS HEALTH [logo] [logo] TRIZETTO
Victoria R. Fash Jeffrey H. Margolis
Chief Executive Officer Chief Executive Officer
IMS HEALTH TRIZETTO
Robert E. Weissman
Chairman
IMS HEALTH
SLIDE 4
LEVERAGING OUR EXPERTISE
[triangle] Providers [triangle] Pharma
[triangle] Payors
<PAGE>
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 5
THE DEAL PREMISE
Two Strong and Unique Companies:
Trizetto is the leading Healthcare ASP ...but there is greater opportunity
IMS Health is the leading pharmaceutical information company ...but there is
greater value to the information
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 6
93% of Global Pharma Data
100+ Countries 2,500 Customers
100% of Blue Chip Pharma
250,000 Data Collection Points
9.5M Internet Enabled Payor Lives
24 Terabytes of information
30 Leading Independent Application Vendors
Operating Software supporting 70M Payor Lives
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 7
OUR ADDRESSABLE MARKET
[top side of cube]
PAYORS
PROVIDERS
PHARMA
<PAGE>
[left side of cube]
INFORMATION ACCESS & REPORTING
PRIMARY APPLICATIONS & SERVICES
CONNECTIVITY INFRASTRUCTURE
[right side of cube]
B2B PORTAL
SYNERGY PRODUCTS
ASP
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 8
HOW WE GET BETTER
IMS Trizetto Result
Domain Expertise Pharma Payor, Provider Pharma Payor
Provider
Geographic Presence Global National Global
Application Services Pharma, Payor, Provider Pharma Payor
Payor Provider
Internet Portal Global B2B National B2B Global B2B
Information Context Pharma Payor, Provider Pharma Payor
Provider
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 9
QUESTIONS ABOUT THE DEAL
Why are we merging?
Why the complex structure?
Why the RX tracker?
<PAGE>
Who will be running this company?
What are the numbers?
Why should I remain an investor in either/both?
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 10
WHY ARE WE MERGING?
MERGER RATIONALE - TZIX
oASP acceleration
- -Access to Pharma
- -Globalize HealthWeb and ASP
MERGER RATIONALE - IMS HEALTH
- -Technology Leverage
- -HealthWeb
- -People
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 11
WHY ARE WE MERGING?
COMMON MERGER SYNERGIES
oBuy vs. Build
oMarket expansion
oSpeed to Market
oMaximize Asset and Resource Leverage
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 12
TRANSACTION STRUCTURE
<PAGE>
[in box] IMS HEALTH [in box] Trizetto
[in box] Strategic The
Technologies Trizetto
Group
RX TZIX
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 13
TRANSACTION STRUCTURE
[in box] The
Trizetto
Group
[in box] RX [in box] TZIX [in box] ST
IMS Trizetto ST
CTS ERISCO
IMS HEALTH [logo] [logo] Trizetto
enabling health ebusiness
SLIDE 14
RX & TZIX
equity profile
[in box] RX [in box] TZIX
EPS Multiple Revenue Multiple
Revenue Growth Mid-teens High Revenue Growth
Operating Margins 30%+ Losses '00/Profit '01
Strong Positive Cash Flow Cash Consumption
Modest Debt No Debt
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 15
TRANSACTION STRUCTURE RATIONALE
- -PRESERVES DISTINCT EQUITY PROFILES
- -ENABLES COMMON MANAGEMENT OF RESOURCES
<PAGE>
- -PROVIDES INVESTORS CHOICE
- -SOLVES BLENDED MULTIPLE ISSUE
- -UNLOCKS HIDDEN VALUE
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 16
REVENUE SYNERGIES - ASP
- - ERISCO on ASP
- - ASP in Pharma
- - Global ASP
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 17
REVENUE SYNERGIES - INTERNET
NEW INFORMATION PRODUCTS
- - Medical
- - Promotion
- - Launch
- - Provider
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 18
COST SAVING SYNERGIES
$20 - 50M Annualized by Year 3
- - Technology
- - Infrastructure
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
<PAGE>
SLIDE 19
IMS PROJECTIONS (UNAUDITED)
$ millions
<TABLE>
<CAPTION>
1999 2000 2001 2002 2003
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
PRO FORMA
- ---------
REVENUE 1,073 1,222-1,245 1,393-1,444 1,588-1,675 1,810-1,943
NET INCOME 235 277-282 327-338 386-406 455-487
</TABLE>
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 20
FINANCIAL IMPACT - IMS HEALTH
- - GROWTH & PROFIT PROFILE CONSISTENT
- - IMPROVES MARGINS & CASH FLOW
- - SYNERGIES ADDITIVE
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 21
TZIX PROJECTIONS (UNAUDITED)
$ millions
<TABLE>
<CAPTION>
1999 1999 1999 2000 2001 2002 2003
TZIX ERISCO TOTAL TOTAL TOTAL TOTAL TOTAL
---- ------ ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
BASELINE
REVENUE $33 $48 $81 $110-$120 $160-$170 $210-$220 $280-$290
EBITDA (4) 13 9 0-5 10-15 41-46 62-67
SYNERGIES
REVENUE --- --- --- $10 $30 $55 $85
EBITDA --- --- --- (30) (5) 14 23
TOTAL
REVENUE $33 $48 $81 $120-$130 $190-$200 $265-$275 $365-$375
EBITDA (4) 13 9 (25)-(30) 15-20 55-60 85-90
</TABLE>
IMS HEALTH [logo] [Logo] TRIZETTO
enabling health ebusiness
<PAGE>
SLIDE 22
FINANCIAL IMPACT - TRIZETTO
- - DOUBLES REVENUE BASE
- - ACCELERATES RAPID ASP TOP-LINE GROWTH
- - HIGHER PROFITABILITY 2001
- - SYNERGIES ADDITIVE
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 23
INCREMENTAL REVENUE TOTAL $314
2000-2003
[Chart of Cost Synergy Upside $20-50M for estimated 2000-2003]
SLIDE 24
WHO WILL BE RUNNING THE COMPANY?
One Company - Two Equities
Joint Board Representation
Focused Management Power
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 25
Value to
IMS HEALTH Investors
<PAGE>
Internet Play Couples Solid RX Equity
with Exciting TZIX Profile
Unlocks Hidden Value
Accelerates Internet Conversion
Broadens Market Opportunity
Sustains Competitive Leadership
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 26
Value to
Trizetto Investors
Accelerates ASP Revenue Growth
Increases Profitability
Global Expansion
Pharma Entry
Cash Infusion
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
SLIDE 27
The global leader in eHealthcare
IMS HEALHT [logo] [logo] TRIZETTO
enabling health ebusinesssm
IMS HEALTH [logo] [logo] TRIZETTO
enabling health ebusiness
<PAGE>
THIS RELEASE MAY CONTAIN FORWARD-LOOKING INFORMATION (STATEMENTS THAT ARE
NOT HISTORICAL FACTS AND RELATE TO FUTURE PERFORMANCE) THAT INVOLVES RISKS
AND UNCERTAINTIES. THE FORWARD-LOOKING STATEMENTS ARE MADE PURSUANT TO THE
SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. THESE FORWARD-LOOKING STATEMENTS MAY INCLUDE STATEMENTS ABOUT FUTURE
NET REVENUES, PROFITS, AND FINANCIAL RESULTS, THE MARKET FOR TRIZETTO'S
SERVICES, FUTURE SERVICE OFFERINGS, CLIENT AND PARTNER RELATIONSHIPS, AND
TRIZETTO'S OPERATIONAL CAPABILITIES. ACTUAL RESULTS MAY DIFFER MATERIALLY
FROM THOSE STATED IN ANY FORWARD-LOOKING STATEMENTS BASED ON A NUMBER OF
FACTORS, INCLUDING THE EFFECTIVENESS OF TRIZETTO'S IMPLEMENTATION OF ITS
BUSINESS PLAN, THE MARKET'S ACCEPTANCE OF TRIZETTO'S SERVICES, RISKS
ASSOCIATED WITH MANAGEMENT OF GROWTH, RELIANCE ON THIRD PARTIES TO SUPPLY
KEY COMPONENTS OF TRIZETTO'S SERVICES, ATTRACTION AND RETENTION OF
EMPLOYEES, VARIABILITY OF QUARTERLY OPERATING RESULTS, INCLUDING THE EFFECTS
OF THE CLIENT PURCHASING PATTERNS DUE TO YEAR 2000 ISSUES, COMPETITIVE
FACTORS, RISKS ASSOCIATED WITH ACQUISITIONS, CHANGES IN DEMAND FOR THIRD
PARTY PRODUCTS OR SOLUTIONS, WHICH FORM THE BASIS OF TRIZETTO'S SERVICE
OFFERINGS, AND RISKS ASSOCIATED WITH RAPIDLY CHANGING TECHNOLOGY, AS WELL AS
THE RISKS IDENTIFIED IN TRIZETTO'S SEC FILINGS, INCLUDING INFORMATION UNDER
THE HEADING OF RISK FACTORS IN ITS FORM S-1 FILED IN OCTOBER 1999.
THIS RELEASE INCLUDES STATEMENTS WHICH MAY CONSTITUTE FORWARD-LOOKING
STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. ALTHOUGH IMS HEALTH BELIEVES THE
EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT
CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE CORRECT. THIS
INFORMATION MAY INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS OF IMS HEALTH TO DIFFER MATERIALLY FROM THE FORWARD-LOOKING
STATEMENTS. FACTORS WHICH COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES
INCLUDE, BUT ARE NOT LIMITED TO (I) THE RISKS ASSOCIATED WITH OPERATING ON A
GLOBAL BASIS, INCLUDING FLUCTUATIONS IN THE VALUE OF FOREIGN CURRENCIES
RELATIVE TO THE U.S. DOLLAR, AND THE ABILITY TO SUCCESSFULLY HEDGE SUCH
RISKS, (II) TO THE EXTENT IMS HEALTH SEEKS GROWTH THROUGH ACQUISITIONS AND
JOINT VENTURES, THE ABILITY TO IDENTIFY, CONSUMMATE AND INTEGRATE
ACQUISITIONS AND VENTURES ON SATISFACTORY TERMS, (III) THE ABILITY TO
DEVELOP NEW OR ADVANCED TECHNOLOGIES AND SYSTEMS FOR ITS BUSINESSES ON TIME
AND ON A COST-EFFECTIVE BASIS, (IV) REGULATORY, LEGISLATIVE AND ENFORCEMENT
INITIATIVES, PARTICULARLY IN THE AREAS OF MEDICAL PRIVACY AND TAX, AND (V)
DETERIORATION IN ECONOMIC CONDITIONS, PARTICULARLY IN THE PHARMACEUTICAL,
HEALTHCARE OR OTHER INDUSTRIES IN WHICH IMS HEALTH'S CUSTOMERS OPERATE.
ADDITIONAL INFORMATION ON FACTORS THAT MAY AFFECT THE BUSINESS AND FINANCIAL
RESULTS OF THE COMPANY CAN BE FOUND IN FILINGS OF THE COMPANY MADE FROM TIME
TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
IMS Health Incorporated ("IMS") and The TriZetto Group, Inc. ("TriZetto")
plan to file a Registration Statement on Form S-4 and other relevant
documents with the Securities and Exchange Commission (the "SEC")in
connection with the Merger, and IMS and TriZetto expect to mail a Joint
Proxy Statement/Prospectus to stockholders of IMS and TriZetto containing
information about the Merger. Investors and security holders are urged to
read the Registration Statement, the Joint Proxy Statement/Prospectus, and
other documents filed with the SEC carefully when they are available. The
Registration Statement, Joint Proxy Statement/Prospectus, and other filings
will contain important information about IMS, TriZetto, the Merger, the
persons soliciting proxies relating to the Merger, their interests in the
Merger, and related matters. Investors and security holders will be able to
obtain free copies of these documents through the website maintained by the
SEC at http://www.sec.gov. Investors will be able to obtain copies of the
documents free of charge from IMS by directing a request through the
Investor Information portion of IMS's website at http://www.imshealth.com or
by mail to IMS Health Incorporated, 200 Nyala Farms, Westport, CT 06880,
attention: Investor Relations, telephone: 203-222-4250. Documents filed by
TriZetto will be available free of charge from TriZetto by directing a
request through the Investor Information portion of TriZetto's website at
http://www.trizetto.com or by directing a request by mail to The TriZetto
Group, Inc., 567 San Nicolas Drive, Newport Beach, CA
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92660, attention: Investor Relations, telephone: (949) 219-2200. In addition to
the Registration Statement and the Joint Proxy Statement/Prospectus, IMS and
TriZetto file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information filed by IMS or TriZetto at the SEC public reference rooms at 450
Fifth Street, N.W., Washington, D.C. 20549 or at any of the SEC's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. IMS's
and TriZetto's filings with the SEC are also available to the public from
commercial document-retrieval services and at the Web site maintained by the SEC
at http://www.sec.gov.
INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY
WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS.
IMS, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from IMS stockholders in
favor of approval and adoption of the merger agreement. Information concerning
the participants in the solicitation will be set forth in the Joint Proxy
Statement/Prospectus when it is filed with the SEC.
