<PAGE>
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
THE FOLLOWING IS A SLIDE SHOW PRESENTATION GIVEN BY THE TRIZETTO GROUP, INC. ON
MARCH 29, 2000
Slide 1
[Logo of IMS HEALTH] [Logo of TriZetto]
Slide 2
These materials contain certain statements that are neither reported financial
results nor other historical information. These statements are forward-looking
statements within the meaning of the safe-harbor provisions of the U.S. federal
securities laws and are subject to risks and uncertainties that could cause
actual results to differ materially. Many of these risks and uncertainties
relate to factors that are beyond IMS Health's and TriZetto's ability to control
or estimate precisely, such as future market conditions, the behavior of other
market participants and the actions of governmental regulators, which are
detailed, with other risk factors, in the companies' SEC reports. Readers should
not place undue reliance on these forward-looking statements, which speak only
as of the date of these materials.
The companies are under no obligation to publicly release any revisions to these
forward-looking statements to reflect any future events or circumstances.
Investors are advised to read the joint proxy statement/prospectus regarding the
proposed business combination transaction, as well as the information statement
to be delivered in connection with the spin-off of IMS Health Strategic
Technologies, Inc., when they become available, because they will contain
important information. Such joint proxy statement/prospectus and information
statement will be filed with the Securities and Exchange Commission by IMS
Health and TriZetto. Investors may obtain a free copy of the joint proxy
statement/ prospectus (when available) and other related documents, including
the information statement, filed by IMS Health and TriZetto at the Commission's
website at www.sec.gov or may be obtained from IMS Health by contacting Jack
Walsh, Vice President of Investor Relations, and/or TriZetto by contacting Ethan
Denkensohn.
IMS Health and TriZetto, and their respective directors, executive officers and
certain other members of their respective management and employees may be
soliciting proxies from IMS Health and TriZetto shareholders in favor of the
merger. Information concerning the solicitation will be set forth in the joint
proxy statement/prospectus when it is filed with the Securities and Exchange
Commission.
READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE INFORMATION STATEMENT
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TRANSACTION.
Slide 3
[Logo of IMS HEALTH] [Logo of TriZetto]
Robert E. Weissman
Chairman
IMS HEALTH
Slide 4
Announcing
The Global Leader in eHealthcare
A merger of
[Logo of IMS HEALTH][Logo of TriZetto]
Slide 5
First Online/Offline Healthcare Merger
<PAGE>
Global Portal
Pure B2B Model
Slide 6
Equals
Speed to Market
First Mover Advantage
Technology Leverage
Market Expansion
Slide 7
[Logo of IMS HEALTH] [Logo of TriZetto]
Victoria R. Fash Jeffrey H. Margolis
Chief Executive Officer Chief Executive Officer
IMS HEALTH TriZetto
Slide 8
Company
IMS HEALTH
40+ Years Experience
Market Leader
Global-Over 100 Countries
Mission Critical Information
Slide 9
Company
TriZetto
The Leading Healthcare ASP
[Logo of HealthWeb]-Healthcare's First B2B Portal
eBusiness Engine
Slide 10
Transaction strategic rationale
Global Leader in B2B eHealthcare
<PAGE>
Growth Acceleration
Sustainable Internet Business Model
Market Opportunity Expansion
Leverages Technology & Distribution
Slide 11
Transaction structure
Merger
Board Representation
Joint Management
Voting Agreements
Slide 12
Financial Transaction
Fixed Exchange Ratio - No Collar
TZIX Legal Acquirer
IMS HEALTH for TriZetto
Purchase Accounting
Goodwill Amortized - 3 year Life
All Shareholders Receive IMS/TriZetto/ST Equity
Slide 13
Transaction structure
[organization chart]
IMS HEALTH TriZetto
Strategic Technologies - - -The TriZetto Group Inc.
RX TZIX
Slide 14
Transaction structure
[organization chart]
The TriZetto Group Inc
RX TZIX
IMS TriZetto
CTS Erisco
<PAGE>
Slide 15
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 16
Value to IMS HEALTH Investors
Internet Play
Couples Solid RX Equity With Exciting TZIX Profile
Unlocks Hidden Value
Accelerates Internet Conversion
Broadens Market Opportunity
Sustains Competitive Leadership
Slide 17
Value to TriZetto Investors
Accelerates ASP Revenue Growth
Increases Profitability
Global Expansion
Pharma Entry
Cash Infusion
Slide 18
Transaction Financial Advantages
Growth Acceleration
Unlocks Equity Value
Synergies Yield Good Return
Upside in Cost Savings
<PAGE>
Slide 19
Customers
$4 trillion global healthcare market
[Triangle with 3 separate pieces]
Providers Pharma
Payors
Slide 20
Addressable
Market
[cube with three sides showing/each side showing three rows]
[top] payors
providers
pharma
[left] Information Access & Reporting
Primary Applications & Services
Connectivity Infrastructure
[right] B2B Portal
Synergy Products
ASP
Slide 21
Business Model
Unique customer centric
Collaborative Branding [graphic - 2 people working]
[graphic - PC screen]Open Access
Free Internet Participation
Switzerland [graphic - mountains]
Slide 22
Business Model
Unique customer centric
Global B2B Portal [graphic - globe]
[graphic - gavel] Strict Privacy Ethics
[graphic - nurse] Domain Expertise
<PAGE>
Slide 23
Business Model
empowering our customers
[diamond shape divided into three sections with four points labeled]
Payors
Pharma
Providers
Healthcare Customers [graphic - woman]
Slide 24
Our Services
ASP to enable Core eBusiness
<TABLE>
<S> <C> <C>
TriZetto [arrow pointing to the right]Applications Customer
[graphic - computers] [arrow pointing to the left]Subscription-Based Fee $ [graphic - PC]
of HealthWeb]
</TABLE>
CUSTOMER CONNECTIVITY CENTER
o Software Applications
o Hosting Hardware
o Connectivity Infrastructure
o IT Support Staff
o Professional IT Management
o Customization/Integration
o Back-up & Security Systems
o Internet Connection
Slide 25
[logo of HealthWeb] systems
Global B2B portal
Applications, eBusiness Information & eCommerce Services
[graphic-pharma/doctor/patient]
Localized & Multi-lingual equals [graphic-computer screen with HealthWeb logo]
[pictures-six country flags]
Slide 26
Strategy
Transforming data into insight
[triangle with three sections labeled]
Providers Pharma
Payors
@ THE NEXUS
<PAGE>
Slide 27
Business synergies
[chart]
<TABLE>
<CAPTION>
IMS TriZetto Result
<S> <C> <C> <C>
Domain Expertise Pharma Payor, Provider Pharma Payor Provider
Geographic Presence Global National Global
Application Services Pharma, Payor Payor, Provider Pharma Payor Provider
Internet Portal Global B2B National B2B Global B2B
Information Context Pharma Payor, Provider Pharma Payor Provider
</TABLE>
Slide 28
Growth drivers
Rapidly Deploy New InfoNet Products
[logo of HealthWeb] Enable and ASP Erisco
Cross-Market ASP in Pharma
Web Enable Digital Pharma Assets
Launch Global B2B Portal
Slide 29
New Products Roadmap
[chart]
Market
Opportunity Global Portal & Apps
Integrated Global Healthcare Information
Erisco ASP eDTC Disease Management
ePharma Compliance Genomics
ASP Pharma Outcomes
Year 1 Year 2 Year 3
Slide 30
Competitive Advantages
Pure B2B eHealth Model
Execution
Financial Strength
Global Distribution
Advanced Technology
Mission Critical
<PAGE>
Slide 31
TriZetto Proforma Financial profile
[chart]
1999 Future
Revenue 81 50 - 70%+ Growth Short Term
Operating Income 0 Higher Profitability 2001
Operating Margin 0% 20%+ By 2002
Doubles TZIX Revenue Base
Accelerates Rapid Top-Line Growth
($ Millions)
Slide 32
IMS HEALTH Proforma Financial Profile
[chart]
Long-Term
1999 Growth Rate
Revenue 1,073 14-16%
Operating Income 368 18-20%
Net Income 235 18-20%
Margin 34%
Growth & Profit Profile Identical to RX Today
($ Millions)
Slide 33
Synergies Proforma 2000-2003
[chart]
Revenue Investment
IMS 2-75 2-37
TriZetto 10-83 41-63
Total 12-158 43-100
Cost Synergy Upside = 20-50
($ Millions)
Slide 34
Investor value proposition
High Growth
Immediate eBusiness Offerings
Financial Advantages
Largest Addressable Market
Sustainable eBusiness Model
<PAGE>
Slide 35
Vision
Advancing World Health
Slide 36
The global leader in eHealthcare
[Logo of IMS HEALTH] [Logo of TriZetto]
enabling health ebusiness
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.
<PAGE>
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.
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.
