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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 MATERIAL DISTRIBUTED BY IMS HEALTH INCORPORATED IN A PRESS
PACKET, INCLUDING EXECUTIVE AND COMPANY BIOGRAPHIES FOR IMS HEALTH INCORPORATED
AND THE TRIZETTO GROUP, INC.:
Executive Bios
Victoria Fash, President and Chief Executive Officer, IMS HEALTH
Victoria Fash is President and Chief Executive Officer of IMS HEALTH,
responsible for worldwide operations of a Fortune 500 company with 1999 revenues
of $1.4 billion, employing 9,000 people in 100 countries. Fash, who served as
President and COO of IMS HEALTH from its inception in 1998, was named President
and CEO in March 1999. From 1996 to 1998, she served as Executive Vice President
and CFO of Cognizant Corporation. Fash began her career with Dun & Bradstreet in
1991 and held progressively responsible executive management positions. As
Senior Vice President of Business Strategy, she played a key role in the
strategic restructuring of D&B into three independent companies. In 1985, Fash
joined Management Science America (MSA) which was acquired by D&B in 1989, and
merged with its McCormack & Dodge (M&D) division. She engineered the
consolidation of MSA with McCormack & Dodge business operations in Europe, Japan
and South America. At the Georgia Institute of Technology, Fash served as
Director of Information Services. She is a graduate of the University of
Illinois, where she received both a BS degree and an MPA with honors. Fash is a
member of the Board of Directors of Cognizant Technology Solutions and Edwards
Lifesciences.
Jeffrey H. Margolis, Chairman and Chief Executive Officer, TriZetto
In 1997, Jeff Margolis founded TriZetto, a provider of Internet-enabled
application services and business portals for the healthcare industry. Margolis
has more than a decade of experience architecting and managing information
technology and services for some of the nation's largest healthcare
organizations. He is the former Senior Vice President and Chief Information
Officer of FHP International Corporation, a $4 billion healthcare company that
operated health plans, multi-specialty physician clinics and hospitals, serving
more than 2 million members and patients. Margolis is former chairman of the
Managed Care Executive Group and was featured as the cover story for Healthcare
Management Technology magazine, where he today serves as an editorial board
advisor. Margolis is also a member of the American Institute of Certified Public
Accountants. He received dual bachelor's degrees in business and management
information systems from the University of Illinois.
Robert E. Weissman, Chairman, IMS HEALTH
Bob Weissman is Chairman of IMS HEALTH, the world's leading provider of
information solutions to the pharmaceutical and healthcare industries. IMS
HEALTH is a spin-off from the Cognizant Corporation, which itself was spun-off
from Dun & Bradstreet in November 1996. As Chairman and CEO of D&B, Weissman led
that company through the spin-off process, and repeated that process as Chairman
and CEO of Cognizant. He served as both Chairman and CEO of IMS HEALTH until
March 1999. Prior to his election to the top post at D&B, he held the position
of President and COO since January 1985. Weissman joined D&B in May 1979 when
the corporation acquired National CSS, of which he was President and CEO. Prior
to joining National CSS, Weissman was Executive Vice President of Rediffusion,
Inc., a manufacturer of communications equipment and computers. Previously, he
was President and CEO of Spencer-Kennedy Laboratories. He is a director of State
Street Corporation and is Vice Chairman of the Corporation of Babson College,
Babson Park, Mass. He is also a member of the Listed Company Advisory Committee
of the New York Stock Exchange. Weissman is a graduate of Babson College, where
he received a degree in business administration.
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Erisco Managed Care Technologies At a Glance
IMS HEALTH's Erisco Managed Care Technologies unit is a leading provider of IT
solutions for healthcare payor organizations. Erisco integrates advanced
technology and clinical information with enterprise-wide business applications
and Internet strategies to address the needs of HMOs, PPOs and Blue Cross Blue
Shield organizations. As businesses and governments increasingly turn to managed
care to fight soaring healthcare costs, more managed care organizations (MCOs)
are choosing Erisco's Facets(R) system of products and services to automate and
integrate key business functions.
Profile
o Founded in 1968
o 300-plus professionals
o More than 125 customers serving 70 million people
o Strategic, best-of-breed alliances enhance information management and
business applications
Market Opportunity
o High-growth managed care organization marketplace
o Competition and cost-containment pressure creating new IT opportunities
o Accelerating demand for managed care software solutions
Customers
o Managed Care providers, including Health Maintenance Organizations;
Preferred Provider Organizations; Blue Cross Blue Shield organizations;
and managed indemnity organizations
Core Product
o The modular design of Erisco's Facets software can be used to manage
multiple lines of business -- from managed indemnity to point-of-service
to advanced managed care -- with equal ease. Clients can select from more
than a dozen integrated Facets modules, including: Membership/Group
Management; Utilization Management; Claims and Encounter Processing;
Provider Network Management; and Customer Service. Through Facets'
Electronic Commerce systems, clients can exchange information
electronically using the latest Electronic Data Interchange and Internet
technologies.
Key Growth Drivers
o Increased managed care organization investment in IT systems
o Leveraging increasing demand for new strategic managed care administration
solutions
o Expansion into adjacent markets emphasizing managed care and information
solutions
o Increased investment in sales and marketing to advance market leadership
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IMS HEALTH At a Glance
IMS HEALTH is the world's leading provider of information solutions to the
pharmaceutical and healthcare industries. With over 40 years' experience, IMS
HEALTH is the largest pharmaceutical manufacturer information partner, integral
to customer day-to-day operations. Key products and services include:
Market Research: IMS HEALTH tracks market share information for
prescription drugs in healthcare markets around the world.
Sales Management: IMS HEALTH tracks sales volume and growth trend
information at the sales territory level, enabling pharmaceutical
companies to optimize sales force productivity.
Pharmaceutical Relationship Management: More than 40,000 pharmaceutical
sales professionals worldwide depend daily on IMS HEALTH's customer
management and decision-support technology solutions to make critical
sales and marketing decisions.
Over-the-Counter: Market data tracked by IMS HEALTH for over-the-counter
pharmaceutical products are used by customers to assess marketing
effectiveness and enhance new product launches.
Managed Care: Managed care organizations supporting more than 70 million
people depend on Erisco's managed care technology systems and information
services to contain costs and improve processing efficiency.
Profile
o 1999 Revenue of $1.4 billion
o More than 9,000 professionals
o Global operations in 100 countries
Market Opportunity
o $343 billion global pharmaceutical marketplace
o High growth
o Rich R&D pipeline
o Healthcare demand driven by aging populations, favorable demographics
Customers
o Focused on pharmaceutical/healthcare company mission-critical information
Key Growth Drivers
o Global pharmaceutical/healthcare market growth
o Leveraging the global distribution channel for market penetration
o New products
o Geographic extension into developing markets worldwide
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IMS HEALTH/TriZetto At a Glance
The new combination is the first worldwide business-to-business leader in
eHealthcare, using the power of the Internet to serve all key healthcare
industry constituents. Leading-edge technology facilitates integrated, digital
health information and application services to payors, providers and
pharmaceutical companies, enabling mission-critical eCommerce.
Profile
o Internet healthcare market leader
o Global - 100-plus countries
o More than 9,000 professionals worldwide
o Technological strength
o Worldwide connectivity to B2B healthcare portal via open architecture
platform
Market Opportunity
o $4 trillion global healthcare market
o First mover advantage in global business-to-business healthcare
information technology
o Global reach
o Technology powerhouse - Web plus massive database
o Next-generation products
Customers
o Pharmaceutical Companies
o Healthcare Providers
o Payors
Key Growth Drivers
o Global reach to broader healthcare industry
o New eBusiness products
o Growing acceptance of application service provider (ASP) model
Immediate Actions
o Rapidly deploy new information products
o Offer Erisco healthcare administration solutions via ASP
o Cross-market ASP in pharmaceutical arena
o Web-enable digital pharmaceutical insights
o Rollout HealthWeb as a global B2B portal
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TRIZETTO AT A GLANCE
THE TRIZETTO(R) GROUP delivers technology solutions that revolutionize the way
healthcare enterprises run their businesses and interact. As a leading
application services provider (ASP), TriZetto provides access to a broad,
customizable portfolio of leading business and Internet-enabled applications.
HealthWebSM, its Internet portal, facilitates information-exchange and eCommerce
among key healthcare participants, including providers, health plans, employers
and members/patients.
- - TriZetto's ASP SERVICES simplify healthcare practices by enabling clients
to manage their businesses without the cost of maintaining their own
servers, networks, resources or software. TriZetto hosts, monitors and
manages these applications in its Customer Connectivity Centers, and
delivers them to customers on a subscription basis. The result is tailored,
premium technology solutions that help healthcare enterprises become more
efficient and effective.
- - HEALTHWEB, TriZetto's business-to-business healthcare Internet portal,
centers healthcare professionals' work universe on the Internet-enabled
desktop. By connecting payors, providers, administrators, members and
suppliers, information and work flows are synchronized across delivery
systems and communities. Organizations can manage transactions more
efficiently, drive out duplication of effort and improve overall quality.
- - TriZetto TRANSFORMATION SERVICES helps enterprises deploy the right mix of
technology solutions in a rapidly changing digital economy. Leveraging its
expertise in healthcare business, software and technology, TriZetto works
with healthcare businesses to help ensure a strong connectivity
infrastructure, best-of-class business applications and the ability to
transform data into useful information.
PROFILE
- - Formed in October 1997
- - More than 700 professionals
- - Experienced management team, averaging 14 years of healthcare IT expertise
- - First application services provider (ASP) in the largest vertical market
- - First B2B portal and eBusiness architecture serving healthcare
- - administrators and professionals
- - First-mover advantage in using ASP technology to improve efficiency and
cost-effectiveness of healthcare delivery
MARKET OPPORTUNITY
- - $1.1 trillion in U.S. expenditures for healthcare
- - Global use of ASP services expected to exceed $10 billion by 2002
- - Growing demand for easy access to healthcare information and insights
- - Rising demand for cost-effective, Web-based healthcare transaction
solutions
CUSTOMERS
- - More than 150 customers representing over 9 million covered lives.
Customers include healthcare providers, physician practice-management
companies and managed care organizations, including HMOs, PPOs and
third-party administrators.
KEY GROWTH DRIVERS
- - Global healthcare market growth
- - Regulatory mandates to streamline healthcare business processes via the
Web
- - Growing acceptance of the ASP model
- - Strategic alliances and partnerships with leading independent software
vendors
- - Opportunity to globalize connectivity and automate healthcare delivery
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The TriZetto/IMS HEALTH Merger Announcement
Questions & Answers
Why are IMS HEALTH and TriZetto merging?
The combination of IMS HEALTH, the leading provider of information
solutions to the pharmaceutical and healthcare industries, and TriZetto, a
leading application services provider (ASP) that provides access to a
broad, customizable portfolio of leading business and Internet-enabled
applications, creates the global leader in eHealthcare. We become the
first company to address the broadest possible market opportunities across
the universe of healthcare administrative pharmaceutical and medical
information.
What are the advantages of this combination?
The merger recognizes the transforming nature of the Internet on the
healthcare industry. It unites the expertise of IMS HEALTH in global
pharmaceutical information and TriZetto in Internet-based healthcare
information technology and healthcare business portals. The merger
accelerates both organizations' strategies to use technology to link
healthcare stakeholders in a virtual community -- providers, payors,
pharmaceutical companies and others. TriZetto's HealthWebSM, a
business-to-business healthcare Internet portal, will offer secure
information exchange and worldwide e-commerce transactions. The result: an
instant Internet infrastructure for an expanded portfolio of Web-enabled
information products, unmatched healthcare content and global
connectivity.
What changes can we expect?
IMS HEALTH is transformed into an Internet business model with faster
growth, rapid technology transformation and new opportunities, including
immediate development of new Web-based products for pharma, payors and
providers.
A key aspect of this merger is the creation of a global Internet
healthcare portal. What does that mean?
Leveraging the power of the Internet, the global healthcare portal will
link providers, payors, pharmaceutical manufacturers and other healthcare
stakeholders to a virtual world of content, communications, communities
and commerce. The portal will be localized and country-specific, with
appropriate language, content, alliances and connectivity. For healthcare
professionals, it can simplify healthcare practices by integrating
multiple administrative, communications and research functions into a
single, easy-to-use Web-based solution. For pharmaceutical companies, it
will facilitate direct-to-consumer marketing programs, and offer access to
a host of information products and health management services. These
include market research, sales management, promotional effectiveness, drug
compliance, disease management and outcomes measurement. Driving
inefficiencies out of the healthcare system, our portal will help make
healthcare more efficient, accessible and affordable.
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Communications Contacts and Guidelines
What to do if you get a call from Wall Street or the press
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If you receive inquiries from Wall Street security analysts, shareholders of IMS
HEALTH or TriZetto, or if you receive an inquiry from news media
representatives, please refer the callers to the appropriate person listed below
so that all external audiences receive consistent information.
If contacted by Contact Contact information
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o Wall Street Jack Walsh 203-222-4250 (tel)
security analysts VP, Investor Relations 203-222-4527 (fax)
or Shareholders IMS HEALTH [email protected]
Ethan Denkensohn 212-213-0006 (tel)
Investor Relations 212-213-4447 (fax)
TriZetto [email protected]
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o News Media Michael Gury 203-222-4230 (tel)
VP, Global Communications 203-222-4276 (fax)
IMS HEALTH [email protected]
Jodi Amendola 480-657-9966 (tel)
(Title to come) 480-657-9988 (fax)
TriZetto [email protected]
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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.
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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 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.
