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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 ARE SLIDES USED IN CONNECTION WITH A SLIDE SHOW PRESENTATION GIVEN
BY IMS HEALTH INCORPORATED AND THE TRIZETTO GROUP, INC. ON APRIL 7, 2000 IN
ADDITION TO THOSE ALREADY FILED IN CONNECTION WITH SLIDE SHOWS GIVEN BY IMS
HEALTH INCORPORATED AND THE TRIZETTO GROUP, INC., ON MARCH 29, 2000 AND MARCH
30, 2000:
SLIDE 1
WHY ASP MODEL FACILITATES NEW DATA ACCESS
TRADITIONAL PHYSICIAN & MCO SYSTEMS ASP PHYSICIAN & MCO SYSTEMS
Physician Group A MCO X Physician Group A MCO X
[computer design] [computer design 2] [computer design] [computer design]
Physician Group B MCO Y Physician Group B MCO Y
[computer design] [computer design 2] [computer design] [computer design]
Physician Group C MCO Z Physician Group C MCO Z
[computer design] [computer design 2] [computer design] [computer design]
[all connected to TriZetto]
Data Location Isolated Centralized
Data Accessibility Difficult Easy
SLIDE 2
NEW DATA OPPORTUNITIES
Today Future
RX + Physician Data + TZIX/Erisco MCO Data = Outcome
- - wholesale - not switch data
- - prescription - clean adjudicated claims
- - database/census - purchased/barter access
Market Size $1B+ Multi=Billion
Customer Pharma/Biotech Pharma, MCO, Providers, Government,
Biotech, Device Manufacturers
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SLIDE 3
PHARMA ASP SERVICE OPPORTUNITY EXAMPLE
<TABLE>
<CAPTION>
IMS IMS/TZIX
<S> <C> <C>
- - Current Delivery of
IMS Data to Pharma Customers
Is Via Tapes/CDs [white check mark] [shaded check mark]
- - Data is Loaded to Very
Large-scale databases [white check mark] [shaded check mark]
- - Management & Maintenance of
Large-scale Database (Capital
Investments, DBAs, Etc...) [empty box] [shaded check mark]
[arrow up]
200+M Outsourcing/ASP Market
Opportunity
</TABLE>
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.
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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.
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 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 WHEN
IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS.
