<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 A SCRIPT USED IN CONNECTION WITH A TELECONFERENCE WITH
INVESTORS AND ANALYSTS ON MARCH 29, 2000:
IMS HEALTH/TRIZETTO
MODERATOR: ROBERT E. WEISSMAN
MARCH 29, 2000
7:00 A.M. MT
Operator: Ladies and gentlemen, thank you for standing by. Welcome to
the IMS Health / Trizetto conference call. At this time, all
participants are in a listen only mode. Later we will conduct
a question and answer session. At that time, if you have a
question, you will need to press the one followed by the four
on your push button phone. As a reminder, this conference is
being recorded, Wednesday, March 29th, 2000. I would now like
to turn the conference over to Mr. Jack Walsh, Vice President
of Investor Relations at IMS Health. Please go ahead sir.
Jack Walsh: Good morning, I'm Jack Walsh speaking on behalf of both IMS
Health and the Trizetto Group. And welcome to the IMS Health /
Trizetto Group merger investor conference call. As a standard
procedure, I would like to read our Safe Harbor provision.
During today's conference call, we may make certain
projections regarding the trends in our businesses, future
events, and future financial performance. We would like to
caution you that these events or statements are just
predictions. And that actual events and results may differ.
Certain factors which could cause events or results to differ
are described in our filings of IMS Health and the Trizetto
Group at the SEC.
This morning we have about 30minutes of formal remarks before
we entertain your questions. In the interest of your time, we
plan to limit the call to one hour. To follow along with our
presentation, please go to our new merger Web site at
www.triims.com. Participating on today's call are Bob
Weissman, the Chairman of IMS Health, Jeff Margolis, the
Chairman and CEO of the Trizetto Group, Vickie Fash, the CEO
of IMS Health, Mike Sunderland, CFO of Trizetto, and Jim
Malone, the acting CFO of IMS. Now I'll turn the call over to
Bob Weissman. Bob...
Bob Weissman: Thank you Jack and good morning everybody. Thank you all for
joining us this morning. As you can imagine, this is a pretty
exciting day for us. And so we'll go right into it. I get the
opportunity to be the one to officially announce the merger of
two great companies, Trizetto and IMS Health, creating the
global leader in E-healthcare. This new entity brings to the
market place a number of firsts. It is the first
online-offline healthcare merger. It is the first Global
Portal for healthcare. And it is a pure B 2 B model. Now what
this delivers are speed to market, first mover advantage,
technology leverage, and market expansion. We have a lot of
news to share with you this morning, and it's my pleasure now
to introduce the executive management team of our new company;
Vickie Fash --,
Vickie Fash : Hello, good morning everybody.
B. Weissman: And Jeff Margolis. So Vickie, why don't you take it first.
V. Fash: Thank you Bob. Good morning everyone. Let's start with a quick
overview of IMS Health and Trizetto. IMS Health is the world's
leading provider of information solutions for the
pharmaceutical industry. Every
<PAGE>
major pharmaceutical buyer tech and hospital supply company in
the world is an IMS client today. With over 40 years of
experience, IMS's core competency is managing massive, complex
databases, [unintelligible] digital assets. We routinely
process 165 billion electronic records monthly worldwide. The
information products we provide customers are mission critical
to manage their market share and manage their sales forces.
And we are truly a global, multi-national company, operating
in over 100 countries worldwide. Now, here's Jeff Margolis to
profile Trizetto. Jeff...
Jeff Margolis: Thank you Vickie and good morning everybody. Vickie just
described IMS Health, and what a tremendous, tremendous
opportunity to advance the business model of the Trizetto
Group through this combination of these two companies. The
Trizetto Group is the leading healthcare application services
provider. And the only application services provider in the
healthcare industry that offers, on a vendor neutral basis,
pre-integrated solutions to help our customers, essentially,
run their business from top to bottom, currently serving the
payer and the provider markets. Trizetto also has the first
business to business portal in healthcare, HealthWeb, which is
meant to address the needs of workers in all types of
healthcare entities, to be able to connect with workers in
other healthcare entities. And I'll go more into that a little
bit later in the presentation. It's put together the
combination of application services and HealthWeb's business
to business portal, along with information access and
reporting capabilities requiring this industry decree an
E-business engine that's uniquely able to support, as you'll
see, the expanding customer base of Trizetto, as a result of
this combination. Now to talk about the strategic rational
behind this transaction, I'd like to turn this back over to
Vickie.
V. Fash: Thanks Jeff. Let's turn to the transaction strategic rational
structure and value proposition for investors. First the
strategic rational. This merger is transforming, creating the
global leader in B to B E-healthcare. It results in growth
acceleration, both revenue growth and profitability.
Importantly, it establishes a new business model. A
sustainable Internet business model. Market opportunity
expansion, for both companies, exists instantaneously. And it
leverages the power of Trizetto's technology with IMS's global
distribution channel.
Moving on, the transaction is structured as a merger,
governance is shared. Board members include three outside
directors from each company, plus Bob, Jeff, and myself. A
joint management team, combining executives from both
companies has been established. Shareholders representing an
excess of Trizetto shares have already agreed to approve the
transaction and to lock up their shares. Under the terms of a
definitive merger agreement, IMS Health shareholders will
receive .4655 shares of Trizetto for each IMS Health common
share. This is, of course, a fixed exchange ratio, and there
is no collar. With Trizetto as the legal acquirer, the
transaction will be accounted for as a purchase with good will
amortized over a three-year life. It is expected to be tax
free to all shareholders. Based on Trizetto's closing share
price yesterday, the field values IMS Health at $27.03 per
share.
Moving on to the transaction structure, and if you're
following on the Web cast, we're now on page 13, just as a
check point. IMS Health will merge with Trizetto, we think
roughly in the late summer time frame now, probably about
August. Upon completion of the merger, the new company plans
to issue three securities to all investors. First, IMS Health
trading NYSE RX, representing the core IMS pharmaceutical
market research and sales management businesses, issued as a
tracking stock. Second, Trizetto trading NASDAQ TZIX, the high
growth, application services provider ASP and Internet portal
business will be combined with ERISCO, a provider of
technology solutions supporting 70 million managed care lives.
Third, a new security, Strategic Technologies, a leader in
pharmaceutical relationship management which 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. Based on the transaction structures, business
included in RX include the core IMS and Cognizant Technology
Solutions. The new Trizetto incorporates Trizetto, ERISCO, and
selected IMS Technology assets. Strategic Technologies becomes
a separately traded, public company.
Net-net, what this structure accomplishes is; preserving the
distinct equity profiles of each company while enabling common
management. The RX equity profile is measured on a multiple of
EPS, will reflect revenue growth in the mid-teens, operating
margins in excess of 30 percent, strong positive cash flow
with modest leverage.
<PAGE>
By way of contrast, Trizetto has a very typical Internet
profile. It will be measured on the market on a multiple of
revenues. It has high revenue growth. We anticipate losses in
00, turning profitable in 01. It will reflect cash
consumption. And it will have no leverage. Most important of
all, the value proposition to IMS Health shareholders is; this
is an Internet play. What it does is it really created two
pure play equities at the same time, capturing really, the
best of both worlds in the old economy and the new economy. It
couples the very solid RX equity which will still have a
visibility in the market, with the exciting new Trizetto
profile. It also unlocks hidden value. For example, our
Strategic Technologies business, this is a very strong
business. We believe there is good opportunity here for
multiple expansion, based on other comparable companies of
similar nature, trading independently in the market today.
Furthermore, we think this releases the value of ERISCO. By
combining it with Trizetto, in essence you establish a huge,
immediate footprint in the payer space, which we think has
very good future value. Also, we think it will ultimately
unlock the IMS Technology assets by combining those with the
Trizetto Technology assets, and leveraging them into an
Internet world. It also accelerates our Internet conversion of
IMS that we've been speaking to you about for the last number
of months. This is of course, a key step in the evolution of
IMS. It will allow us to Web enable IMS much faster. It also
broadens our market opportunity for the IMS business, by
expanding into the broader healthcare arena and extending the
very established IMS Information franchise model, ultimately
to all segments of healthcare. As well, it opens up a world of
new data sources across the entire medical economy for IMS,
based on the power of the Web. And what this really does, is
it takes us the next step in the evolution of the business.
And we think we can generate a series of exciting new
products, ultimately including the Holy Grail for Pharma ,
called outcomes, which can prove the efficacy of care. It also
has financial advantages for the IMS business, including
higher margins and enhanced, free cash flow. Finally, by
gaining first mover advantage on the Internet, we sustain the
current competitive leadership position of IMS on a worldwide
basis. Now I'll pass it over to Jeff to talk about value to
Trizetto investors.
Jeff Margolis: Thanks Vickie. From a Trizetto investor standpoint, this is
absolutely a terrific opportunity. The ASP business is all
about, Vickie used the word footprint, it's all about
footprint, getting our application solutions out into the
market place. And we've done a very, very fine job, I think,
of creating the vertical healthcare ASP market, and advancing
that cause already. However, we're just beginning, we're just
starting to scratch the tip of the iceberg here. And as we've
talked with our customers, it becomes apparent that in
addition to the types of applications and information they
need, we can provide them today, they'd also like to
understand what the impact of Pharma is on the way they use
their information. Well, first of all, we're going to be able
to accelerate the ASP revenue growth naturally through the
additional synergies brought through the ERISCO combination
here. Our growth in the payer should continue to accelerate as
a result. Because we grow faster, quicker, we are still on
track to achieve profitability in late 2001. However, as a
larger company, and those of you familiar with the ASP model,
ASP is a very real revenue model. We get per member per month
subscription fees, which I'll go into shortly, and our
underlying costs, related to software costs, people costs, and
technology costs. As you advance the top line of that more
quickly, what that means is as Trizetto turns profitable, the
level of that profitability, and the margins, will expand.
Now, another thing that helps us with our growth is the
ability to go global. Just think about the on the ground sales
force opportunities that exist with IMS Health all over the
world, with the sales force already used to selling an
information delivery product. Now when I look at IMS, Vickie
talked about unlocking the value and she mentioned Strategic
Technologies, but there's a tremendous value here within IMS
Health. This is a pure digital asset ladies and gentlemen.
This isn't unlocking, but what you hear, bricks and mortar,
this is unlocking clicks and bits. This is taking information
that is already in digital form and can be transported over
the Internet, through the air, through whatever means is
possible. And our ability to combine that with what we already
do [with] our customers is very exciting. This of course, also
helps us advance our underlying ASP services and HealthWeb
services to the Pharma sector. And we have a built in
mechanism now for fueling the growth of Trizetto. Trizetto is
a high growth company, although those of you who are familiar
with us know, we are very moderate compared to other types of
Internet companies in our cash burn. That doesn't mean that if
we had more cash, we couldn't grow faster. So, in fact, this
allows us to accelerate that growth, very, very exciting. So
now to talk more about growth acceleration and other things,
I'll turn this back over to Vickie.
<PAGE>
V. Fash: Thanks Jeff. So you can see, we're pretty excited about the
value that we think we're going to be able to deliver to both
IMS Health investors and Trizetto investors as a result of
this combination. The summary of the financial transaction
advantages, which Jim Malone will discuss in more detail is;
growth acceleration, unlocking equity value, synergies which
yield a good return, and upside in cost savings. Now I'll turn
it back over to Jeff to discuss our market opportunity,
business model and strategy. Jeff...
J. Margolis: Thanks Vickie. For those of you following along [with] the
presentation, we are now on slide number 19. When you look at
the customers of the combined organizations going forward, we
have providers that we consider any organization that lays
hands on patients to make them better. We have payers that
manage the entire healthcare dollar or payment streams through
this system and are involved in transaction processing. And we
have pharma, and in this case, pharma not only means the fine
pharmaceutical companies that are the clients today of IMS
Health, but also our ability to offer services to the retail
pharmacy sector, to the PBM sector as well.
Now, we all know that this is a big market. Healthcare is a $4
trillion global market. I'd like to talk about what portion of
that market is addressable to us. On slide 20, for those of
you following along, let's talk about how we advance the
Trizetto business model under this business combination. For
those of you unfamiliar with the concept behind Trizetto,
Trizetto is derived [from] a musical term terzetto, which is a
musical composition consisting of three parts. And if any of
the three parts is not performed, the composition is
considered to be incomplete.
Now it seems like there's a new technology announcement every
day in the healthcare sector, relating to an application or
technology, or an Internet invention, or so forth. But when
you have the kind of domain expertise possessed in IMS Health
and in Trizetto, what you realize is there's really three
things healthcare enterprises need to do to run their
businesses well from an information technology perspective.
They need the underlying connectivity infrastructure, which is
the nerve center of their company that allows them to connect
to themselves and to connect to the outside world, including
through the use of the Internet. They need the primary
software applications and related business services that allow
them to process their day to day business, whether they are
providers, payers or pharma companies. And then they need to
take all the data running around healthcare, one in seven
occurrences of data in the United States alone is healthcare
related, and turn that into useful information for decision
making, which we'll talk about. So, what we're able to do for
our customers, is wrap all three of those requirements
together and deliver them at a cost predictable basis.
Now, who are we serving? If you're looking at the cube on the
presentation, we are delivering these three services to the
payers, to the providers, and to pharma our customers. Now the
question is, what is our delivery mechanism for these? And we
have three, as all things in Trizetto are three. We deliver
services through the ASP on a recurring basis. We deliver
information insight products, which allow customers to turn
data into information and insight in the context of their type
of business. And of course, we offer HealthWeb the business to
business portal that allows the interconnection of these
different organizations who are our customers. Next slide
please.
Now, our business model is uniquely customer [unintelligible].
It's very important to understand that both IMS and Trizetto
have a philosophy of helping [to] power up our customers. Any
branding related to Trizetto, to IMS Health, to HealthWeb is
collaborative in the sense that we want to make sure our
customers are able to profligate their brands to their
customers first and foremost. Now in doing so, we have another
philosophical commonality, which is open access and free
participation. We believe that our customers ought to be able
to access what they want to access, when they want to access
it. And we believe that the Internet is free. And that their
use of the Internet in this access should be free as well.
We're uniquely positioned with IMS Health as the Switzerland
of information in the pharma industry. And Trizetto, already
uniquely positioned as the Switzerland of healthcare
information technology, using multiple solutions, from
multiple suppliers, on multiple technology platforms.
Moving to the next slide, the global business to business
portal concept is meant to place our customers at the center
of their E-commerce world, not at the center of ours, at the
center of theirs. There's a tremendous pedigree in both
companies of strict privacy ethics, something IMS has been
dealing with for
<PAGE>
years, and the Trizetto Group quickly becoming a leader in the
United States right now in the development of solutions that
allow our customers to be HIPPA compliant. All of this, we
talk a lot about technology, but in context this is relying on
domain expertise. And the combination of domain expertise here
is at the heart of what we do.
Now our business model, again to emphasize, is empowering our
customers. Payers, providers and pharma organizations receive
services and product support from this combination of
companies in order to help them serve their customers.
Now I want to quickly take you through our three digital
product lines going forward. And those of you familiar with
Trizetto, these will be somewhat familiar to you. The first of
our services is the ASP to enable core business. Now if you're
unfamiliar with ASP, healthcare is a fairly complicated
industry in general, in fact, in almost all cases, any type of
healthcare enterprise, whether it's payer, provider or pharma,
needs multiple software applications and technologies to run
its business. Traditionally, every time they had to integrate
technology into their organization, they had to go out and
find the software application, figure out what hardware they
were going to host it on, how they were going to connect their
various pieces together, how they were going to support it,
how they were going to manage it, how they were going to
integrate two software applications, much less 50, together
that weren't meant to work together in the first place? How
were they going to have proper security, which is becoming an
intense issue on a legislative basis? And how do they take
advantage of the use of the Internet? Well, under the ASP
model, our customers subscribe to Trizetto. And on a monthly
basis, they receive all these services I just listed for a
predictable monthly fee tied to the volume of their business.
Per member per month, per payers, per doctor or per physician
per month, or providers, per desktop or per user per month.
For other types of healthcare organizations such as benefits
administrators. A very exciting value proposition that's
catching on quickly.
Our second digital product line then, is the delivery of a
global business to business portal. Simply stated, we
understand that bringing the Internet to healthcare, not only
means the Internet, but it means the ability to overlay
working legacy systems, and by the way, we define legacy
systems as any software application that actually works and is
in production today. And let's face it guys, we have a
tremendous, tremendous software development capability in this
industry from partners, current partners of Trizetto who
create industry leading applications. But we believe from a
single browser enabled desktop, our customers ought to be able
to access any of the applications, E-business information and
services that they need to do their jobs. And because of the
tremendous synergy between HealthWeb and the I-Squared portal,
under development at IMS Health, we immediately have an
ability to extend that on a multi-lingual basis.
OK, so, ASP product[s] deliver day to day services. The global
business to business portal to assure that our customers can
access all they need from a single desktop. And then our third
digital product line, which is transforming data into insight.
If you can run your business, if you can access the
information you need, now you need to put it together. And you
need to put it together to make administrative decisions to
run your business. And you need to put it together to make
clinical decisions to run your business. This new entity is
going to be uniquely positioned, because of the pharma data in
combination with payer and provider data, which will only be
used on a permissive basis with our customers, to put together
for them information insights they can not receive from any
other company.
Now to quickly summarize the power of putting together these
organizations, let's take a look at domain expertise. The
resulting entity will have the highest domain expertise in
pharma, payer, and provider. If you look at geographic
presence, we will immediately be able to create opportunities
to expand the full product lines of the company on a global
basis. If you look at the application services product line,
we will now be able to expand application services beyond
payer and provider, into the pharma industry. If you look at
the Global Portal, with the multi-lingual aspects of the
Iceware portal, we will be able to deploy on a global basis.
And the information context, this extremely high value segment
which IMS does such a great job of handling in the pharma
sector, will now be expandable in terms of our ability to
gather research and aggregate data and put it together in
context for our customers, to the pharma, payer, and provider
industries. OK, Vickie, I'm flushed now, I'm so excited. I am
going to turn this back to you and talk about how we grow this
thing.
<PAGE>
V. Fash: Thanks Jeff. For those of you following along, we are now on
page 28. How do we grow this business going forward? We think
there are many different ways to do so. For example, we have
talked about a whole series of new information based products
which sit at the nexus, at the intersection of these huge,
huge data bases, that today are very, very fragmented all
across the medical economy. Clearly there are Net enabling
products just purely on an IMS basis alone. Those are going to
be some of the first product opportunities that we pursue. So
as you've heard us talking about, we're going to go after a
series of new medical information based products, which access
clinical data. And combine those products with our current
pharmaceutical based products. And thus generate new insights
on disease and treatment information at the global, national,
and regional level. We think there are enormous opportunities
here to Net enable these data bases, and the real key is
merging them, is bringing them together, looking at them from
a statistical perspective, generating meaningful insights to
our customers, both in pharma and now to other healthcare
constituents beyond pharma.
Another important growth driver will be the Web enablement and
ASP process for our Erisco business. What this does, is it
instantly combines 70 million covered lives with 10 million
covered lives. It Net enables all those covered lives, all
those payer systems. It's a very powerful mechanism for
current ERISCO and Trizetto customers to move to the Web and
gain efficiencies in terms of their own processing and cost
savings going forward.
Another very clear, promising opportunity is to cross market
the successful Trizetto ASP business model into the pharma
sector. We already know from talking to our pharmaceutical
customers on the IMS side of the house, that there is
definitely demand here for this. For example, in our European
operations, as you'll recall, the markets outside the United
States are typically much more fragmented in terms of many,
many, many local pharmaceutical companies in a given country.
Many of these are not so technically sophisticated as their
big pharma brothers. And we think there is enormous sales pull
already inherent in the pharmaceutical industry for this
technology ASP service.
Another important element in long term growth is the Web
enablement of the digital pharma assets, namely IMS. As we've
been discussing with you for some time, we have been moving
IMS into the Internet world. The power of the Trizetto
Technology engine, in essence, allows us to go much faster,
much further.
And the final growth driver is the launch of the global B to B
portal. Here we are going to combine, as Jeff mentioned, the
existing HealthWeb portal with the current IMS I Squared
portal, which is already on the market available today. And I
believe it's up to six languages now and already installed in
a number of our customers. The combination of these two will
be very powerful and will be a pure B to B play.
Now, moving into the future. If you look at a new product
roadmap, if you will, paint the strategic direction that we're
taking with regard to these products. So right now, our plan
is to target, very specifically for year one, a series of new,
what I'll call E-pharma or IMS information based products. To
extend the Trizetto ASP business model on a worldwide basis.
And to Web enable and ASP our Erisco business.
Moving into year two, we are anticipating a whole series of
new and very interesting pharma type products that we already
know there is demand for. Such as for example, E-compliance
EDTC and new information products for the broader healthcare
market. Of course, we'll be working on, throughout this entire
time, the Global Portal enhancement and additional
applications to ride on that Global Portal, and the
integration of global healthcare information.
Now as you get to the long-term view, there are a whole series
of very exciting products for pharma and for the payers that
we think are possible as we start to bring together more and
more of these disparate databases. For example, disease
management, this is a very interesting area, a very topical,
certainly would be of extremely high value outside the United
States as well as here at home. Outcomes is really the Holy
Grail. How do you prove what type of treatment works the best
and is most cost effective? Thus truly improving health.
That's what Outcomes is all about. And this very interesting
new emerging arena of
<PAGE>
genomics, which is looking like it's going to generate all
sorts of fascinating information bases and opportunities going
forward, that pharma is already very interested in exploring.
So that's a broad-brush picture of the new product roadmap
that we'll be moving down going forward.
Now, based on all of these components, our business model, our
strategy, our new product plans, we believe the new company
will have significant competitive advantages. It is a pure B
to B E-health model. It will have financial strength. Both
companies have a strong, solid reputation for execution. We'll
leverage advanced technology in the global distribution
channel and provide mission critical product which cannot be
replicated in the market place.
Now I'd like to move on to the financials, and introduce Jim
Malone to review the Proforma financial statements. Jim...
Jim Malone: Thank you Vickie. Good morning everyone. The financial
profiles of IMS Health and Trizetto are very different today.
On completion of the deal, IMS's strong financial profile
remains in tact, while Trizetto's is improved. RX will
[unintelligible], transfer Erisco to Trizetto, discontinue
product lines, and adjust its tax rate. Trizetto will pick up
Erisco, benefit from synergy revenues and increase its R and D
efforts. Trizetto will emerge with a stronger financial
position. On a Proforma basis for 1999, revenue has more than
doubled by the inclusion of ERISCO's 1999 results. Our outlook
is for the combination of Trizetto's and ERISCO's growth rate
to be in a range of 50 to 70 percent. Proforma in 1999
operating income improves to break even, moving in
profitability in 2000, exclusive of the amortization we rated
through this transaction. Moving to the IMS side, IMS's strong
financial advantages remain in place. Revenue growth is
consistent with earlier [?] guidance at about 15 percent CD,
cost in dollars, and operating income and net income growth of
18 to 20 percent. These results do not include Strategic
Technologies or Erisco. As part of this transaction, IMS will
discontinue product lines, write down or abandon certain
assets, and move to an affective tax rate of the low 30's. The
net impact of these actions are reflected in IMS's 1999
Proforma financial profile. Revenues have been decreased by
about $75 million. And net income has been reduced by a
nominal amount. Moving to the next slide, beginning this year,
we will invest to leverage the potential of the combination of
IMS and Trizetto. We are excited about the new product revenue
boost, which results from this investment. Incremental
revenues are expected to grow from $12 million this year, to
nearly $160 million in 2003, representing an excess of $300
million in 2003
Consistent with our advanced practices, we will in the next
few weeks, issue an investor information kit to provide more
comprehensive financial information about this transaction.
V. Fash: Thank you Jim. In summary, the value created by this new
combination is as follows: Value to IMS Health investors, an
Internet play which couples solid RX equity with the exciting
TZIX profile, unlocking hidden value, accelerating our
Internet conversion, opening up new data sources across the
medical economy, broadening our market opportunity into the
larger healthcare arena, giving financial advantage,
sustaining our competitive leadership. For Trizetto investors,
the acceleration of ASP revenue growth, increased
profitability, global expansion, entry into the pharma market,
and a cash infusion. When you sum it all up, the investor
value proposition is high growth, immediate E-business
offerings, financial advantages, the largest addressable
market, and a sustainable E-business model. Based on the
strategy and business model, we truly believe that we have the
opportunity here to enable our customers to advance world
health as the global leader in E-healthcare. That concludes
the formal portion of our presentation. And now we'd be happy
to take your questions.
<PAGE>
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
<PAGE>
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
<PAGE>
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.
