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Filed by The TriZetto Group, Inc.
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: The TriZetto Group, Inc.
Commission File No. 0-27501
ON MARCH 29, 2000, IMS HEALTH INCORPORATED, A DELWARE CORPORATION, AND THE
TRIZETTO GROUP, INC., A DELAWARE CORPORATION, JOINTLY ISSUED THE FOLLOWING PRESS
RELEASE:
IMS HEALTH [LOGO] [LOGO] TRIZETTO
Enabling Health e Business(TM)
News
For Immediate Release
Contact: Michael Gury Jodi Amendola
IMS HEALTH Communications TriZetto Communications
(203) 222-4230 (480) 657-9966
Jack Walsh Ethan Denkensohn
IMS HEALTH Investor Relations TriZetto Investor Relations
(203) 222-4250 (212) 213-0006
IMS HEALTH TO MERGE WITH TRIZETTO,
CREATING THE GLOBAL LEADER IN INTERNET-ENABLED
HEALTHCARE INFORMATION
WESTPORT, CT and NEWPORT BEACH, CA, March 29, 2000 - IMS HEALTH (NYSE: RX), the
world's leading provider of information solutions to the pharmaceutical
industry, and The TriZetto Group, Inc. (NASDAQ:TZIX), a leader in providing
Internet-enabled application services and healthcare business portals, today
jointly announced a strategic merger that will create the global leader in
business-to-business eHealthcare information services.
The new company will leverage Internet technology to provide integrated,
digital health information and application services to healthcare constituents
worldwide. HealthWebSM, a global business-to-business Internet portal, enables
healthcare providers, payors, and pharmaceutical companies to access
applications, information, and e-commerce services seamlessly. By applying the
company's domain expertise coupled with eTechnologies, customers can bridge the
information gap in healthcare. With pro forma market capitalization of
approximately $10 billion, the new company will operate in more than 100
countries with over 9,000 employees.
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Under the terms of a definitive merger agreement unanimously approved by
the boards of directors of both companies, IMS HEALTH shareholders will receive
0.4655 shares of TriZetto for each IMS HEALTH common share. With TriZetto as the
legal acquirer, the transaction will be accounted for as a purchase and is
expected to be tax-free to the shareholders of both companies. Based on
TriZetto's closing share price yesterday, the transaction currently values IMS
HEALTH at $27.03 per share.
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,
will be 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, 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.
"The Internet is transforming healthcare," said Victoria R. Fash, IMS
HEALTH chief executive officer. "Our vision is to leverage technology to enable
information-based B2B e-commerce across the global healthcare system, ultimately
advancing world health. Our strategy is TriZetto technology as the eBusiness
engine, driving IMS digital assets linked by the HealthWeb global portal. With
today's announcement we create a new online/offline business model, combining
high growth with financial sustainability."
"To operate efficiently, healthcare businesses need best-of-breed
software, Internet-enabled connectivity and insights for decision-making," said
Jeffrey H.
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Margolis, TriZetto chairman and chief executive officer. "The key to
effective use of the Internet is ensuring that healthcare enterprises have
integrated technology, applications and information access on a reliable,
scalable and cost-predictable basis. Our merger with IMS HEALTH will enable
TriZetto to deliver best-of-breed ASP solutions worldwide."
The executive management team will include Robert E. Weissman, chairman;
Victoria R. Fash, chief executive officer; and Jeffrey H. Margolis, vice
chairman and president.
The Board of Directors will have nine members: Weissman, Fash, Margolis,
and six independent directors, three designated by each company.
The transaction is expected to be completed in the third quarter of 2000,
subject to regulatory approvals, approval by the shareholders of both companies
and customary closing conditions. Shareholders representing in excess of a
majority of TriZetto shares have already agreed to approve the transaction.
Goldman Sachs served as financial advisor to IMS HEALTH and Warburg
Dillon Read served as financial advisor to TriZetto.
A conference call with the executive management team will be Webcast at 9
A.M. U.S. Eastern Time, today, Wednesday, March 29, 2000, and can be accessed
via IMS HEALTH and TriZetto Web sites, as well as http://www.triims.com.
About TriZetto
The TriZetto Group, Inc. is a leading provider of vertical,
Internet-enabled application services and business portals for the healthcare
industry. As an application services provider (ASP), TriZetto hosts software for
a predictable monthly fee, saving customers significant time, money and
frustration. HealthWebSM, its Internet portal, assists healthcare administrators
and professionals in performing their routine tasks and facilitates
information-exchange and
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e-commerce among all key healthcare participants: providers, health plans and
employers and health-plan members. Additional information is available at
http://www.trizetto.com.
About IMS HEALTH
IMS HEALTH is the world's leading provider of information solutions to the
pharmaceutical and healthcare industries. With $1.4 billion in 1999 revenue, IMS
HEALTH operates in over 100 countries. IMS HEALTH is the largest pharmaceutical
manufacturer information partner, with over 40 years' experience in the
industry. Key products and services integral to customer day-to-day operations
include: market research for prescription and over-the-counter pharmaceutical
products; sales management information to optimize sales force productivity;
pharmaceutical relationship management solutions for sales and marketing
decision-making; and technology systems and information services that support
managed care organizations. Additional information is available at
http://www.imshealth.com.
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March 29, 2000
This press release may contain forward-looking information (statements that are
not historical facts and relate to future performance) that involves risks and
uncertainties. The forward-looking statements are made pursuant to the Safe
Harbor provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements may include statements about future net revenues,
profits, and financial results, the market for TriZetto's services, future
service offerings, client and partner relationships, and TriZetto's operational
capabilities. Actual results may differ materially from those stated in any
forward-looking statements based on a number of factors, including the
effectiveness of TriZetto's implementation of its business plan, the market's
acceptance of TriZetto's services, risks associated with management of growth,
reliance on third parties to supply key components of TriZetto's services,
attraction and retention of employees, variability of quarterly operating
results, including the effects of the client purchasing patterns due to Year
2000 issues, competitive factors, risks associated with acquisitions, changes in
demand for third party products or solutions, which form the basis of TriZetto's
service offerings, and risks associated with rapidly changing technology, as
well as the risks identified in TriZetto's SEC filings, including information
under the heading of risk factors in its Form S-1 filed in October 1999.
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This press release includes statements which may constitute forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Although IMS HEALTH believes the expectations
contained in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove correct. This information may
involve risks and uncertainties that could cause actual results of IMS HEALTH to
differ materially from the forward-looking statements. Factors which could cause
or contribute to such differences include, but are not limited to (i) the risks
associated with operating on a global basis, including fluctuations in the value
of foreign currencies relative to the U.S. dollar, and the ability to
successfully hedge such risks, (ii) to the extent IMS HEALTH seeks growth
through acquisitions and joint ventures, the ability to identify, consummate and
integrate acquisitions and ventures on satisfactory terms, (iii) the ability to
develop new or advanced technologies and systems for its businesses on time and
on a cost-effective basis, (iv) regulatory, legislative and enforcement
initiatives, particularly in the areas of medical privacy and tax, and (v)
deterioration in economic conditions, particularly in the pharmaceutical,
healthcare or 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
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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.
TriZetto, its directors, executive officers and certain other members
of management and employees may be soliciting proxies from TriZetto 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.
