<PAGE>
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 RELATING TO CUSTOMER CONCERNS:
CUSTOMER LETTER
LOCAL OFFICES TO SEND IN LOCAL LANGUAGE TO LOCAL PHARMACEUTICAL SUBSIDIARIES
GILLES PAJOT TO SEND TO EUROPEAN REGIONAL HEADQUARTERS TO BE SENT DURING THE
NEXT FEW DAYS
Dear
I take great pleasure in sharing some exciting news with you about our company
Today it was announced that The TriZetto Group, a Web-based, healthcare
technology company, entered into a definitive agreement to merge with IMS
HEALTH.
This union combines TriZetto's Internet-based healthcare information technology
with IMS HEALTH's global expertise in delivering pharmaceutical information
insights, to create the global leader in Business-to-Business ehealthcare. The
transaction is expected to complete by the third quarter of 2000.
Together we will build the first global Internet healthcare portal, to offer
unmatched healthcare content, integration and connectivity.
For you as our customer this will open a whole new world of opportunity as we
web-enable the services we have traditionally offered and add new services based
on new communities and new content. These will yield unique and highly valuable
insights for you as our customers worldwide.
Over the coming weeks, we will keep you informed about the exciting new
developments as the two companies merge. We know that this union will increase
the value of our services to you and ensure we stay ahead of the dynamics in
healthcare and e-Business.
If you have any questions, please do not hesitate to contact your account
executive.
With kind regards
Yours sincerely,
PLEASE INSERT NAME AND JOB TITLE AS APPROPRIATE
<PAGE>
THE TRIZETTO/IMS HEALTH MERGER ANNOUNCEMENT
POSSIBLE CUSTOMER QUESTIONS & ANSWERS
WHO IS THE TRIZETTO GROUP?
TriZetto, with headquarters in Newport Beach, California, is a highly thought of
applications-service provider and a provider of healthcare business portals. Its
HealthWeb portal is a business-to-business portal for healthcare administrators.
It had annual revenue of US Dollar 33 million last year.
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.
HOW WILL THIS IMPACT YOUR SERVICES?
IMS HEALTH is transformed more rapidly into an Internet business with rapid
technology transformation and new opportunities, including immediate development
of new Web-based products and access to new data.
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-
<PAGE>
based solution. For you our pharmaceutical customers, 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.
WHAT ARE THE DETAILS OF THE TRANSACTION?
Upon completion of the merger, the new company plans to issue three securities
to all investors. First, IMS HEALTH trading on the New York Stock Exchange (RX)
- -- representing the core IMS pharmaceutical market research and sales management
businesses -- will be issued as a tracking stock. Second, Erisco will become
part of TriZetto -- the high-growth application services provider (ASP) and
Internet portal business, which will be trading on Nasdaq (TZIX). Third, a new
security, Strategic Technologies, will be structured as a tax-free spin-off.
Accordingly, current shareholders of both IMS HEALTH and TriZetto will
ultimately own three securities: IMS HEALTH, TriZetto, and Strategic
Technologies.
I UNDERSTAND THAT IMS HEALTH STRATEGIC TECHNOLOGIES IS BEING SPUN OFF. WHY ARE
YOU DOING THIS?
IMS HEALTH Strategic Technologies is a successful business with great prospects
for future growth. Allowing it to become independent will give it the
flexibility to develop its own unique strategies and to become a more nimble
competitor. Following the merger, all shareholders will receive the dividend of
the Strategic Technologies spin as a new, publicly traded security.
WHAT WILL HAPPEN WITH IMS HEALTH'S I-SQUARED PROJECT?
This merger will accelerate the development of i-squared. We are committed to
giving you faster access to more data and more mission-critical analysis.
i-squared will become your industry portal within the HealthWeb portal, where it
will be expanded and enhanced. The integration team will address how this will
be achieved in the coming months.
WHAT ARE THE BENEFITS OF THE MERGER?
This merger accelerates the transformation of virtually all of IMS HEALTH's
products and services into Web-enabled applications. It also broadens our focus
from the pharmaceutical industry to the e-healthcare business-to-business (B2B)
marketplace. Creating the first worldwide B2B e-healthcare information company,
we will launch an expanded portfolio of information products.
WHAT HAPPENS NOW?
We expect the merger to close in the third quarter. In the meantime, integration
teams made up of employees from both companies will begin work immediately to
determine the structure of the new organization and to develop new Web-enabled
products and services later this year. The teams
<PAGE>
will be formed quickly to begin work on specific integration tasks, and regular
updates will be provided via e-mail and employee publications.
WHO WILL LEAD THE NEW COMPANY?
The executive management team will include Bob Weissman, chairman; Vickie Fash,
chief executive officer; and Jeff Margolis, vice chairman and president. The
Board of Directors will have nine members: Bob, Vickie and Jeff, and six
independent directors, three designated by each company.
WILL THERE BE A REORGANIZATION WITHIN THE TWO NEW
COMPANIES?
The merger will result in a combined organization, management and reporting
structure. Naturally, this will mean some changes from current structures, your
Key Account Managers will keep you informed.
WHAT IS A "TRACKING STOCK"?
A 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.
<PAGE>
CUSTOMER BENEFIT DISCUSSION POINTS
o Combination of i-squared and HealthWeb will create the most integrated
global healthcare portal.
o More efficient backbone enabling accelerated rollout of portal strategy
o Merger of healthcare portal with our pharmaceutical industry portal
provides customer with value added information.
o Will web-enable IMS HEALTH faster
o The linking of other critical players such as healthcare providers, payors
and the pharmaceutical industry will result in improved existing services
as well as the development of new services.
o Improved marketing effectiveness
o Improved efficiency
o Faster and smarter information insights
o Global integrated business critical information
o Empowerment of customers
o Enabling our customers to grow
<PAGE>
FEEDBACK FORM: PLEASE MAIL TO [email protected]
BY CLOSE OF BUSINESS ON THURSDAY, MARCH 30, 2000
COUNTRY:
PARTICIPANTS IN DISCUSSION: (DETERMINE CUSTOMER OR EMPLOYEE)
BRIEF DESCRIPTION OF DISCUSSION:
CONCERNS RAISED BY PARTICIPANTS:
SPECIFIC QUESTIONS ASKED:
FOLLOW-UP REQUIRED:
REQUIRED FOLLOW-UP BY WHEN AND BY WHOM:
<PAGE>
COMMUNICATIONS CONTACTS
- --------------------------------------------------------------------------------
o INVESTOR ENQUIRIES:
Jack Walsh 203-222-4250 (tel)
VP, Investor Relations 203-222-4326 (fax)
IMS HEALTH [email protected]
Ethan Denkensohn 212-213-0006 (tel)
Investor Relations 212-213-4447 (fax)
TriZetto [email protected]
- --------------------------------------------------------------------------------
o MEDIA ENQUIRIES: ALL MEDIA ENQUIRIES / ALSO LOCAL ENQUIRIES
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]
- --------------------------------------------------------------------------------
o CUSTOMER ENQUIRIES:
Local: to be addressed to local Key Account Managers
Global: to be addressed to global Key Account Managers
- --------------------------------------------------------------------------------
o EMPLOYEE ENQUIRIES:
All enquiries to be addressed to local Country Managers
- --------------------------------------------------------------------------------
ALL FURTHER QUESTIONS THAT YOU ARE UNSURE OF HANDLING PLEASE ADDRESS TO:
GILLES PAJOT: +44 171 393 5421 [email protected]
PER TROEIN: +44 171 393 5797 [email protected]
- --------------------------------------------------------------------------------
<PAGE>
GLOSSARY OF TERMS
TRACKING STOCK A 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.
CONNECTIVITY Standard electronic format, instantly available
ASP An Application Service Provider (ASP) hosts software
applications for organisations. These applications can
include e-commerce, accounting, sales force automation and
knowledge management packages. This is a new type of
outsourcing not only hardware and software, but
applications.
Organisations implementing web based applications face
technology issues such as expensive hardware, applications
with a high degree of customisation, and a shortage of
qualified technical people. In an increasingly competitive
world, small, medium and sometimes, large organisations need
information technology tools, but lack the resources to
build and maintain them.
ASPs can bridge the gap for such organisations. They can
provide the required information technology at a reasonable
cost through their ability to specialise in and rapidly
deploy these centrally hosted applications.
B2B Business to Business
B2C Business to Consumer
PORTAL A portal is similar to a website, but offers much more than
a traditional website. The main difference between the two
is the level of interactivity. Websites tend to be static,
often just text-based pages, whereas a portal has two-way
communication functions, context-sensitive help, search
parameters, fully categorised content and can be
personalised.
E-COMMERCE e-commerce is the process of buying and selling over the
internet. One impact of this is the complete transparency of
the offering and price structure.
E-BUSINESS e-business differs from e-commerce as it embraces all the
facets of a real business, such as customer service,
after-sales support, and customer intimacy. Essentially,
e-business is the next step on from e-commerce.
NASDAQ US technology stock market
EBIDTA Earnings before Interest, Depreciation, Tax, Amortization
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. 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.
<PAGE>
THE FOLLOWING IS A SLIDE SHOW PRESENTATION GIVEN BY IMS HEALTH INCORPORATED
AT ITS EUROPEAN EMPLOYEE BRIEFING ON MARCH 29, 2000:
Slide 1
IMS HEALTH
Employee Briefing
March 29, 2000
Slide 2
Announcing
The Global Leader in Healthcare
A merger of
IMS Health [Logo] [Logo] TriZetto
Slide 3
IMS HEALTH to Merge with
TriZetto Group
Today, March 29, IMS Health
signed a definitive agreement
to merge with TriZetto Group
This transaction, which is
subject to regulatory and
shareholder approval, is
expected to close by end Q3 2000
Slide 4
First
Online/Offline
Healthcare
[ ]
Slide 5
Equals
[ ]
<PAGE>
Slide 6
Transaction strategic rationale
Global Leader in B2B eHealthcare
Growth Acceleration
Substantial Internet Business Model
Market Opportunity Expansion
Leverages Technology & Distribution
Slide 7
IMS Health/TriZetto Group
A Merger of Two Strong Partners
IMS Health brings:
o global pharmaceutical information franchise
o global reach
TriZetto brings:
o Healthcare IT (ASP) Expertise
o HealthWeb B2B Internet portal
o connectivity to critical healthcare stakeholders
Slide 8
Transaction structure
[organization structure]
IMS Health TriZetto
Strategic Technologies The
TriZetto Group Inc.
RX TZIX
Slide 9
Transaction structure
[organization structure]
The TriZetto Group Inc.
RX TZIX
IMS TriZetto
CTS ERISCO
<PAGE>
Slide 10
RX & TZIX
equity profile
RX TZIX
EPS Multiple Revenue Multiple
Revenue Growth Mid-teens High Revenue Growth
Operating Margins 30%+ Losses '00/Profit '01
Strong Positive Cash Flow Cash Consumption
Modest Leverage No Leverage
Slide 11
Why does this Merger make sense for IMS HEALTH?
o Phenomenally accelerates our internet conversion and e-commerce strategy
o Broadens access to the entire healthcare landscape
o Allows us to invest significant funds for growth
o Provides us with access to web technology resources
o Enables developments of new Internet based products and services for our
customers
Totally supports our vision to advance world health
Slide 12
TriZetto Group Company Profile
o Formed in 1997 offering industry-unique ASP open solutions for
payers/providers
o Quoted on NASDAQ as TZIX
o Corporate HQ in California
o Connectivity hubs throughout the US
o 720 employees, all based in USA
o http://www.trizetto.com
-----------------------
<PAGE>
Side 13
TriZetto Group Business Profile
o The leading healthcare Application Services Provider (ASP) specializing in
open solutions, to enable the integration of business functions and
transactions on any platform.
o It uses the HealthWeb internet portal to facilitate B2B transactions
(eHealth) between payers and providers.
o Its connectivity enables a more efficient and cost effective healthcare
system
Slide 14
The Market
$4 trillion global healthcare market
[triangle split in three pieces]
Providers Pharma
Payers
Slide 15
The Challenge
Costs
[Pie chart]
Medical
Admin
Pharma
Slide 16
Business Model
[graphic: skyscraper] Pure [graphic: skyscraper]
B2B
<PAGE>
Slide 17
Business Model
Unique customer centric
Collaborative [graphic: people working]
Branding
[graphic: Open Access
PC screen] Free Internet
Participation
Switzerland [graphic: mountains]
Slide 18
Business model
Unique customer centric
Global B2B Portal [graphic: globe]
[graphic: gave Strict
Privacy
Ethics
Domain [graphic; nurse]
Expertise
Slide 19
Our business model
Empowering our customers
[diamond with four circled points]
Pharma
Payers
Providers
Healthcare customers [graphic: woman]
<PAGE>
Slide 20
Addressable
Opportunities
[Cube with titles on three sides]
Left: Information Access & Reporting
Primary Applications & Services
Connectivity Infrastructure
Top: Payors
Providers
Pharma
Right: B2B portal
Synergy Products
ASP
Slide 21
Strategy
Transforming data into insight
[Triangle with 3 sections labeled]
Providers Pharma
Payers
@ THE NEXUS
Slide 22
Strategy
InfoNet
[various graphics with arrows pointing]
Patient Over the RX Effective
Counter Payor Treatment
Doctor
Insight Hospital
Treatment
Decision
Insight
<PAGE>
Slide 23
[logo] Healthweb systems
global B2B portal
[graphic] Global eBusiness Architecture
Integrated [graphics]: Pharma Patient Doctor
Payer, Provider and
Pharma Information
eBusiness Content, Services & Applications
[graphics]: Provider Government Member
Localized & multi-lingual equals [graphic: PC computer with
Healthweb logo]
Six international flags
Slide 24
[visual display of people)
Vision
Advancing
World Health
Slide 25
Mission
Enabling health ebusinessSM
Slide 26
Transaction
Financials
ST Spin-off
Discontinued Operations
Tax Rate
Product Asset Write-offs
<PAGE>
Slide 27
TriZetto financial profile
1999 Future
Revenue 81 50-70% + Growth Short Term
EBITDA (26) Higher Profitability 2001
EBITDA% 0% 20% + By 2002
Doubles TZIX Revenue Base
Accelerates Rapid ASP Top-Line Growth
($Millions)
Slide 28
IMS HEALTH financial profile
Long-Term
1999 Growth Rate
Revenue 1,058 14-16%
Operating Income 338 18-20%
Net Income 214 18-20%
Margin 32%
Growth & Profit Profile Identical to RX Today
($ Millions)
Slide 29
Implementation plan
Rapidly Deploy New InfoNet Products
[Logo] Healthweb Enable & ASP Erisco
Cross-Market ASP In Pharma
Web Enable Digital Pharma Assets
Launch Global B2B Portal
<PAGE>
Slide 30
New Products Roadmap
[chart]
Market
Opportunity Global Portal & Apps
Integrated Global Healthcare Information
Erisco ASP Disease Management
Epharma eDTC Genomics
ASP Pharma Compliance Outcomes
Year 1 Year 2 Year 3
Slide 31
Competitive Advantages
Pre B2B eHealth Model
Execution
Financial Strength
Global Distribution
Advanced Technology
Mission Critical
Slide 32
Critical Success Factors
o Essential to combine capabilities across the world
o Ability to web-enable IMS HEALTH
o Secure existing business
o New product development and commercialisation
o Implementation of new sales and marketnig model
<PAGE>
Slide 33
What does the Merger mean for our Customers?
o Increased sales and marketing effectiveness greater reach, lower cost
converged and integrated media targeted marketing demonstrated Return on
Investment
o Better insights to manage their business
o Impact on the business increased sales revenue, lower cost better decisions
Slide 34
What happens next?
o Between now and the transaction close, integration teams made up of
employees from both companies will:
o work on the development of new web-enabled products
o determine the structure of the new organization
o Until we receive shareholder and regulatory approval which we need for the
transaction to close, IMS HEALTH remains an independent publicly quoted
company
Slide 35
How will I be impacted?
o Instantly become a member of world's premiere e-healthcare corporation
o Enhanced career opportunities
o Catapulted into a cutting-edge innovation environment
o Potential to personally benefit as a new company realizes its market
valuation
o Fun associated with creating the first of its kind!
<PAGE>
Slide 36
Customer Communications Plan
o News release has been issued:
financial press / analysts
business community
trade press
o A letter explaining the merger is being sent by IMS HEALTH Regional
Presidents to:
customers
key prospects
stakeholders
partners
key suppliers
Slide 37
Customer Communications Plan
o Local follow-up country letters will be sent to
customers
key prospects
local partners
local suppliers
o Sales and customer account teams will contact customers immediately to
arrange meetings and provide details on the integration of activities
Slide 38
Customer Communications Plan
Sales and Customer Account teams
o refer to the Q & A sheet when responding to customer queries
o familiarize yourself with this information
o briefing presentation is provided
o talking points for key clients are provided
o refer to any questions you cannot answer to your manager
Slide 39
Customer Communications - what happens this week?
o You can expect clients to start calling today - be ready!
o Appointments must be made with key clients / prospects
o All clients / key prospects should be pro-actively called this week
o All key clients / prospects / partners / suppliers must be visited within
the next 2 weeks
Slide 40
What should I do if I receive a call from a client?
o Check and record the identity of the caller before making an comment
o If the customer wants to talk about the merger refer the call to the most
senior manager available (rosta list)
o Do not speculate on "what-ifs" with clients. It is important they
understand the benefits to them of the merger
o Callers must receive a positive message
Slide 41
What should I do if I receive a call from the media or other outside entities?
(e.g. analysts or competitors)
o Do not answer any questions or speculate with the media or non-customer
entities
o Refer the call to Michael Gury:
Tel: +44 (0)171 393 5864
Slide 42
Keep your Eye on the Ball!
o Stay focussed on "Business-as-usual"
o Our first priority is to keep our customers on side and our prospects
flowing
o Integration teams will handle the transition and keep you informed
o Focus on achieving your year-end objectives
Slide 43
Opportunities like this are all too rare....
o We have an opportunity to create the future
o We now have permission to invest in our technology and products
o We have the capability to change dramatically our business model
{large downward arrow]
We can now unleash the full potential of our Company
Slide 44
Webcast
o A conference call with the IMS HEALTH and TriZetto executive management
teams will be webcast TODAY at 3:00 pm
o This webcast will be shown on a large screen on 5th floor of Harewood
Avenue
o All welcome
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. 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.
