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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
ON APRIL 18, 2000, IMS HEALTH INCORPORATED, A DELAWARE CORPORATION, AND THE
TRIZETTO GROUP, INC., A DEAWARE CORPORATION, JOINTLY ISSUED THE FOLLOWING PRESS
RELEASE:
IMS HEALTH [LOGO] [LOGO] TRIZETTO
Enabling Health e Business--TM--
News
FOR IMMEDIATE RELEASE
Contact: Michael Gury Jodi Amendola
IMS HEALTH Communications TriZetto Communications
(203) 222-4230 (480) 657-9966
Jack Walsh Ethan Denkensohn
IMS HEALTH Investor Relations TriZetto Investor Relations
(203) 222-4250 (212) 213-0006
IMS HEALTH AND TRIZETTO IN DISCUSSIONS REGARDING TRANSACTION ALTERNATIVES
WESTPORT, CT, April 18, 2000 - IMS HEALTH (NYSE: RX) and The TriZetto Group,
Inc. (NASDAQ: TZIX) today jointly announced that they are in discussions
regarding transaction structure options. In a pro-active move designed to be
responsive to shareholders, the two companies are evaluating potential
alternatives. TriZetto is a leading provider of vertical, Internet-enabled
application services and business portals to the healthcare industry. IMS HEALTH
is the world's leading provider of information solutions to the pharmaceutical
and healthcare industries.
There can be no assurance that any development or definitive agreement will
materialize as a result of these discussions. IMS HEALTH and TriZetto do not
expect to make any further announcements about alternatives unless and until a
definitive agreement is reached.
# # #
APRIL 18, 2000
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THIS PRESS 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 PRESS 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
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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 mailto 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 450Fifth 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.
In connection with the merger, 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 is set forth in
IMS's annual report on Form 10-K, filed March 17, 2000, and on a Current Report
on Form 8-K filed on April 4, 2000.
In connection with the merger, TriZetto and its executive officers may
be soliciting proxies from TriZetto stockholders in favor of approval and
adoption of (i) the merger
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agreement, (ii) the issuance of TriZetto Common Stock, par value $0.001 per
share, to the holders of IMS Common Stock, par value $0.01 per share, pursuant
to the Merger Agreement, and (iii) the amended and restated certificate of
incorporation of TriZetto. Information concerning the participants in the
solicitation is set forth in TriZetto's annual report on Form 10-K, filed March
30, 2000.
INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY
WHENIT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS.
