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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 TO ITS EMPLOYEES:
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Enabling Health e Business
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To the people of IMS HEALTH and TriZetto:
Today we announce a transformation in healthcare, combining IMS HEALTH with
TriZetto.
Together, we will create the global leader in Internet healthcare solutions --
the first worldwide business-to-business Internet healthcare company.
Together, we will leverage the power of the Internet to link pharmaceutical
companies, payors, providers and other healthcare stakeholders in a virtual
community.
The basis of our success is YOU.
Together, we advance world health.
/s/ Vickie Fash /s/ Jeff Margolis
Vickie Fash Jeff Margolis
President and CEO Chairman and CEO
IMS HEALTH TriZetto
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Priority Objectives
o Advance world health through comprehensive Web-based services and
products, offering unmatched content and connectivity
o Leverage data and resources to offer powerful new information combinations
and insights
o Empower healthcare stakeholders with information and access for improved
decision-making
o Drive inefficiencies out of the healthcare system, helping to make it more
efficient, accessible and affordable worldwide
o Establish a high-growth, profitable business that builds shareholder value
o Create a fast-moving, innovative place to work and grow professionally
What Happens Next?
o Integration teams begin work immediately
o Anticipated completion of the transaction is 3Q 2000
For More Information
o News updates will be provided via the Intranet, e-mail and in employee
publications
o Public information will be posted on a new Web site,
http://www.triims.com, as well as on both company's current sites:
http://www.trizetto.com and http://www.imshealth.com
Important Human Resources Information
Compensation & Benefits
o Existing plans remain in effect at this time
o New, integrated compensation and benefits plans will be designed
o The new plans will offer a competitive package of benefits
o As these plans are designed, information on your opportunities will be
communicated
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Job Security Information
o While most job responsibilities remain unaffected by the merger, the new
company has exciting plans for career growth opportunities
o Naturally, the new combination will lead to changes in current
organization structures, and new opportunities for professional
development
o You will be informed about the new organization as decisions are made in
the course of the integration process
Job Opportunity Information
o Growth is planned through product development and future acquisitions,
creating new and interesting job opportunities
o Career opportunities will be widely posted
Timetable
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3rd QUARTER
Shareholders
Vote on
JUNE Transaction
Regulatory Merger
Reviews and Transaction
APRIL Approvals Closes
Integration Teams Strategic
Begin Work Technologies
MARCH 29 Spin-off
Completed
Agreement
Announced New Shares
Begin Trading
THE FOLLOWING IS MATERIAL DISTRIBUTED BY IMS HEALTH INCORPORATED TO
ITS EMPLOYEES:
E-mail message to employees from Vickie Fash:
Today we announce exciting news -- the creation of the world's premiere
healthcare eBusiness.
We are combining the global insights of IMS HEALTH with the connectivity and
technology expertise of TriZetto, a leading provider of Internet-enabled
application services and healthcare business portals. Together, we will advance
world health.
You can find out more about today's merger announcement in several ways.
Attached below are documents outlining information for employees, including
today's news release on the announcement, an employee overview and questions and
answers.
If you have Internet access, you also can visit our merger update Web site -
http://www.triims.com, which features company profiles, contact information and
links to both companies' Websites. After 12 p.m. U.S. EST today, you can
re-visit the site to hear an audio broadcast of today's conference call to
financial analysts, hosted by TriZetto CEO Jeff Margolis and me. Employee
information also is available on your local Intranet site, which will be updated
regularly.
This is an exciting transformation of our company. Together, we are shaping the
future of healthcare.
Vickie
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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.
