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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 A SLIDE SHOW PRESENTATION GIVEN BY IMS HEALTH INCORPORATED
AT ITS UNITED STATES EMPLOYEE BRIEFING ON MARCH 29, 2000:
SLIDE 1
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[Logo of IMS HEALTH] [Logo of TriZetto]
SLIDE 2
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Announcement of Merger of IMS HEALTH and TRIZETTO
[Logo of IMS HEALTH] [Logo of TriZetto]
SLIDE 3
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Vision
WORLD HEALTH
SLIDE 4
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Mission
Enabling Health eBusiness
SLIDE 5
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TriZetto
Formed in October 1997
More than 750 professionals
First B2B portal and e-business architecture serving healthcare administrators
and professionals
Experienced management team, averaging 14 years of healthcare IT expertise
First ASP in the largest vertical market First-mover advantage in using ASP
technology to improve efficiency and cost-effectiveness of healthcare
delivery
SLIDE 6
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Company
TriZetto
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The Leading Healthcare ASP
[Logo of HealthWeb]-Healthcare's First B2B Portal
eBusiness Engine
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IMS HEALTH
40+ years experience
Market Leader
Global - Over 100 Countries
Mission Critical Information
SLIDE 8
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Transaction structure
[organization chart]
IMS HEALTH TriZetto
Strategic Technologies - - -The TriZetto Group Inc.
RX TZIX
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Leadership
Bob Weissman, Chairman
Vickie Fash, CEO
Jeff Margolis, Vice Chairman and President
SLIDE 10
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Transaction strategic rationale
Global Leader in B2B eHealthcare
Growth Acceleration
Sustainable Internet Business Model
Market Opportunity Expansion
Leverages Technology & Distribution
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Customers
$4 trillion global healthcare market
[Triangle with 3 separate pieces]
Providers Pharma
Payors
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SLIDE 12
Business Model
Unique customer centric
Collaborative Branding [graphic - 2 people working]
[graphic - PC screen]Open Access
Free Internet Participation
Switzerland [graphic - mountains]
SLIDE 13
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Business Model
Unique customer centric
Global B2B Portal [graphic - globe]
[graphic - gavel] Strict Privacy Ethics
[graphic - nurse] Domain Expertise
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Business Model
empowering our customers
[diamond shape divided into three sections with four points labeled] Payors
Pharma Providers Healthcare Customers [graphic - woman]
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Strategy
Transforming data into insight
[triangle with three sections labeled]
Providers Pharma
Payors
@ THE NEXUS
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SLIDE 16
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Competitive Advantages
Pure B2B eHealth Model
Execution
Financial Strength
Global Distribution
Advanced Technology
Mission Critical
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Implementation Plan
Rapidly Deploy New InfoNet Products
[Healthweb logo] Enable and ASP Erisco
Cross-Market ASP in Pharma
Web Enable Digital Pharma Assets
Launch Global B2B Portal
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New Products Roadmap
[chart]
Market
Opportunity Global Portal & Apps
Integrated Global
Healthcare Information
Erisco ASP eDTC Disease Management
ePharma Compliance Genomics
ASP Pharma Outcomes
Year 1 Year 2 Year 3
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VALUE TO TRIZETTO
Acceleration of Core Top-Line Revenue Growth
Pharma Entry
Shorter Time To Profit Horizon
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Cash to Invest in Future Growth
Global Expansion
Sustainable Long-Term Business Model
Healthcare Category-Leadership
SLIDE 20
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VALUE TO IMS HEALTH
Faster Revenue Growth
Accelerated Internet Conversion
Speed-to-Market for Next Generation Products
New Data Sources
Access to Web Technology Resources
Enhanced R&D
Enhances Long-Term Franchise Value
Broadens Market Beyond Pharma to Healthcare
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VALUE TO EMPLOYEES
New organization will lead to new opportunities for career
growth
Fast moving cutting edge place to work and grow
professionally
Complementary work forces
Commonality as healthcare intermediary
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WHAT'S NEXT?
Integration teams begin working immediately
Anticipated completion of transaction by 3Q 2000
SLIDE 23
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WHY DID WE DO IT?
To become the global leader in on-line healthcare information, transactions, and
Internet-enabled decision support services for providers, payers, and the
pharmaceutical industry
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WHAT WILL BE DIFFERENT?
Accelerated transformation of IMS Health's products and services to we-enabled
applications
Expanded portfolio of products for our traditional pharmaceutical client base as
well as to payers and providers
SLIDE 25
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HOW WILL IT AFFECT ME?
Existing compensation and benefits plans will remain in effect until merger is
complete.
Competitive plans will be designed for the new merged company.
New and exciting opportunities for professional development
Career opportunities will be widely posted throughout both organizations.
SLIDE 26
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WHAT ABOUT CUSTOMERS?
Accelerated timetable for web-enabled products and services
New services as early as 2Q 2000
New insights and solutions to support customers decisions
SLIDE 27
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The global leader in eHealthcare
[Logo of IMS HEALTH] [Logo of TriZetto]
enabling health ebusiness
THE FOLLOWING IS A SCRIPT OF A PRESENTATION BY IMS HEALTH INCORPORATED TO ITS
EMPLOYEES:
PRESIDENT CABINET MEETING TALKING POINTS
SETTING THE STAGE
o Good afternoon everyone.
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o As you're all aware, senior management, the M&A and strat teams have been
working diligently for many months to identify a quality partner to
facilitate our continued presence in the e-health space and simultaneously
provide unique data sets that would give us a broader scope both within and
beyond the pharma HCI market.
IMS HEALTH MERGES WITH TRIZETTO
o Today, IMS HEALTH announced an agreement to merge with The TriZetto Group,
a leader in providing Web-enabled application services and business portals
to healthcare payers and providers.
o The newly formed company will combine TriZetto's Internet-based healthcare
information technology with IMS HEALTH's expertise in delivering
pharmaceutical information insights to create the first worldwide
business-to-business eHealthcare company.
o The transaction expected to be completed in the 3Q00
WHO IS TRIZETTO?
o Let me briefly familiarize you with TriZetto. They are the pre-eminent
vertical Applications Services Provider (ASP) who offer sophisticated
outsourcing application software and services to both payers and providers.
These administrative and operational systems provide customers with
predictable costs and eliminate their need to maintain software. It
eliminates their in-house IT needs.
o In addition, they have developed HealthWeb, a B2B interactive portal and
host web wrapper for systems applications.
o First B2B portal and e-business architecture for healthcare administrators
and professionals.
o Importantly, TriZetto's ASP solutions are open to all vendors and platforms
- a first in the industry - giving them greater market leverage than all
the other industry solution providers who are brand and platform dependent.
o Trizetto was formed in October 1997, went public in 1999 and have projected
2000 revenues of .
They are located in Newport Beach, CA, with a prime data center and
operations in Denver, and other hubs throughout the U.S.
o TriZetto has 720 professionals and their management team has an average of
14 years of healthcare IT expertise.
POWER OF TWO INDUSTRY LEADERS
o Together, our two companies will leverage the power of the Internet to link
pharmaceutical companies, payers, providers and ultimately other healthcare
stakeholders in a virtual community.
o The new organization will use Internet technology to provide integrated,
digital health information and application services to healthcare
constituents worldwide.
o And HealthWebSM, a global business-to-business Internet portal, will
connect healthcare providers, payers and pharmaceutical companies to enable
e-commerce.
TRANSACTION STRUCTURE
o IMSHEALTH/TriZetto unite to form new company by end of 3Q00
o Erisco will be integrated with TriZetto. Erisco--who provides
administrative and analytical software to managed care organizations--will
benefit from expanded distribution as an ASP software solution which can be
integrated and made available through the global B2B portal.
o CON and ST will be combined into a new corporate entity and spun off.
NEW EXECUTIVE MANAGEMENT TEAM
Executive management of the new company will include:
o Bob Weissman as chairman;
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o Vickie Fash as CEO; and
o Jeff Margolis--the current Chairman and CEO of TriZetto--as vice chairman
and president.
o The board of the new company will be composed of 3 IMS HEALTH independent
directors, 3 TriZetto independent directors, plus Weissman, Margolis, and
Fash.
WHAT HAPPENS TO IMS HEALTH STOCK?
o IMS HEALTH shares will be converted to TriZetto shares, which are traded on
NASDAQ at a ratio of .4655 shares of TriZetto per share of IMS HEALTH.
o Immediately following the merger, a tracking stock will be established on
the NYSE, representing the core IMS business.
o The tracking stock is a class of shares of the parent company that is
linked to the performance of a particular business. Tracking stocks unlock
the market value of a new business, much as a spin-off would, with a single
board of directors controlling both businesses.
o The number of Tracking Stock shares received by shareholders will be
determined at the time the stock is issued, soon after the merger is
completed. The number of shares will be based on the number of shares held
in IMS HEALTH as of the "record date" of the transaction.
WHAT HAPPENS TO IMS HEALTH OPTIONS?
o When the merger is completed, IMS HEALTH option holders will be converted
to options to purchase TriZetto shares and Tracking Stock shares.
o The number of each, as well as the strike price and conversion ratio, will
be determined as soon as the final ratio of IMS HEALTH and TriZetto shares
is established at the completion of the merger.
COMPETITIVE ADVANTAGES
o Leading global B2B company
o Web-based connectivity
o Enhanced customer base
o Leveraging of TriZetto's technology
o Global footprint
o Proven financial strength based on solid business models
IMPLEMENTATION PLAN
o We will immediately accelerate our timetable for Web-enabling our
traditional services
o We will add new services as early as the second quarter of 2000.
o We expect the merger to close in third quarter. Integration teams made up
of employees from both companies will begin working immediately to
determine the new organization structure and to develop new Web-enabled
products and services later this year.
o Regular updates will be provided via e-mail and employee publications.
WHAT DOES THIS MEAN FOR YOUR EMPLOYEES?
o This merger represents exciting new career opportunities for IMS HEALTH
employees.
o The workforces of both companies are complementary, with limited
redundancy.
o Dramatic growth is planned through product development and acquisitions,
which will create additional and intriguing job opportunities.
o The new organization will be a cutting-edge place to work and grow
professionally.
o All open positions in the new company will be posted and employees from all
units will have the opportunity to apply.
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This is an exciting time for our organization. I look forward to teaming with
all of you as we lead the company to its next level of excellence. Together, we
will lead our new organization to success in 2000 and beyond...success that
exceeds the expectations of all of our stakeholders.
These materials contain certain statements that are neither reported financial
results nor other historical information. These statements are forward-looking
statements within the meaning of the safe-harbor provisions of the U.S. federal
securities laws and are subject to risks and uncertainties that could cause
actual results to differ materially. Many of these risks and uncertainties
relate to factors that are beyond IMS Health's and TriZetto's ability to control
or estimate precisely, such as future market conditions, the behavior of other
market participants and the actions of governmental regulators, which are
detailed, with other risk factors, in the companies' SEC reports. Readers should
not place undue reliance on these forward-looking statements, which speak only
as of the date of these materials.
The companies are under no obligation to publicly release any revisions to these
forward-looking statements to reflect any future events or circumstances.
Investors are advised to read the joint proxy statement/prospectus regarding the
proposed business combination transaction, as well as the information statement
to be delivered in connection with the spin-off of IMS Health Strategic
Technologies, Inc., when they become available, because they will contain
important information. Such joint proxy statement/prospectus and information
statement will be filed with the Securities and Exchange Commission by IMS
Health and TriZetto. Investors may obtain a free copy of the joint proxy
statement/ prospectus (when available) and other related documents, including
the information statement, filed by IMS Health and TriZetto at the Commission's
website at WWW.SEC.GOV or may be obtained from IMS Health by contacting Jack
Walsh, Vice President of Investor Relations, and/or TriZetto by contacting Ethan
Denkensohn.
IMS Health and TriZetto, and their respective directors, executive officers and
certain other members of their respective management and employees may be
soliciting proxies from IMS Health and TriZetto shareholders in favor of the
merger. Information concerning the solicitation will be set forth in the joint
proxy statement/prospectus when it is filed with the Securities and Exchange
Commission.
READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE INFORMATION STATEMENT
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TRANSACTION.
