Filed by Quintiles Transnational Holdings Inc.
pursuant to Rule 425 of the Securities Act of 1933, as amended, and
deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Subject Company: IMS Health Holdings, Inc.
Commission File No.: 001-36381
The following
forms of emails were made available to representatives of Quintiles Transnational Holdings, Inc. on May 2, 2016 to send to customers regarding the proposed merger between Quintiles and IMS Health Holdings, Inc.
Email Message to Clients
Instructions
:
Copy and
paste this message in individual outreach to your clients, do not edit except for salutation and signature.
MESSAGE TO PRODUCT DEVELOPMENT CLIENTS
Subject: Quintiles and IMS Health announce merger
Dear
[name],
I am pleased to share some exciting news from Quintiles. Today we announced our merger with IMS Health, bringing together the deep therapeutic
and scientific expertise of Quintiles with the information-powered technology services of IMS Health to create a truly differentiated suite of solutions to improve your probability of success.
The new company will be named Quintiles IMS Holdings, Inc., and you can find out more about the news in our joint press release (link).
This merger combines the complementary capabilities and expertise of two recognized industry leaders. We have much in common we are both technology
leaders, we solve complex problems with information and we share a passion for improving healthcare. We know that you constantly strive to innovate and deliver better medicines to patients faster. We are coming together to help you succeed.
The clinical research industry continues to grow but it is constrained by increased protocol complexity and a scarcity of patients for trials. The combined
company will deliver trial designs that balance good science and feasible execution, along with faster patient recruitment, powered by information about treatments and outcomes for more than 530 million anonymous patients, professional
information on more than 14 million healthcare practitioners, and product-level tracking insights in 90 markets. All of this information will be leveraged by our therapeutic and operational experts to accelerate recruitment of investigators and
patients into in clinical trials. A good protocol plus the right sites leads to better execution and less risk to trial success.
We are also combining
two leaders in real-world evidence to unlock insights about care pathways and behaviors, patient outcomes and the value of treatments from a powerful combination of prospective and real-world data, advanced clinical and commercial analytics, and
combined information management tools.
IMS Health is the original big data company and global gold standard in healthcare. With more than 85
percent coverage in global pharmaceutical sales, it has more than 15 Petabytes of unique data and capture a vast array of structured and unstructured data from over 100,000 suppliers worldwide. IMS Health has one of the largest IT infrastructures in
healthcare globally, and it process more than 55 billion healthcare transactions annually.
1
We will continue to operate separately until the merger is completed. In the coming weeks and months, planning
will begin to determine how we can best work together. Its important to know that delivery will not be impacted by these activities and your account team will remain the same. We expect the merger to compete in the second half of this year,
subject to shareholder and regulatory approvals and other customary conditions.
We remain focused on service delivery and were looking forward to
continuing and expanding our relationship after the merger is finalized. Please let me know if you have any questions or would like further information about this exciting news.
Best regards,
[Name]
Cautionary Statements Regarding Forward Looking Statements
This communication contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and
often contain words such as expect, anticipate, intend, plan, believe, seek, see, will, would, target, similar expressions, and
variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the potential timing or consummation of the proposed transaction or the
anticipated benefits thereof, including, without limitation, future financial and operating results. IMS Health and Quintiles caution readers that these and other forward-looking statements are not guarantees of future results and are subject to
risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to risks and
uncertainties related to (i) the ability to obtain shareholder and regulatory approvals, or the possibility that they may delay the transaction or that such regulatory approval may result in the imposition of conditions that could cause the
parties to abandon the transaction, (ii) the risk that a condition to closing of the merger may not be satisfied; (iii) the ability of IMS Health and Quintiles to integrate their businesses successfully and to achieve anticipated cost
savings and other synergies, (iv) the possibility that other anticipated benefits of the proposed transaction will not be realized, including without limitation, anticipated revenues, expenses, earnings and other financial results, and growth
and expansion of the new combined companys operations, and the anticipated tax treatment, (v) potential litigation relating to the proposed transaction that could be instituted against IMS Health, Quintiles or their respective directors,
(vi) possible disruptions from the proposed transaction that could harm IMS Healths or Quintiles business, including current plans and operations, (vii) the ability of IMS Health or Quintiles to retain, attract and hire key
personnel, (viii) potential adverse reactions or changes to relationships with clients, employees, suppliers or other parties resulting from the announcement or completion of the merger, (ix) potential business uncertainty, including
changes to existing business relationships, during the pendency of the merger that could affect IMS Healths and/or Quintiles financial performance, (x) certain restrictions during the pendency of the merger that
2
may impact IMS Healths or Quintiles ability to pursue certain business opportunities or strategic transactions, (xi) continued availability of capital and financing and rating
agency actions, (xii) legislative, regulatory and economic developments and (xiii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as
managements response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the joint proxy statement/prospectus that will be included in the
registration statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 are,
considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements.
Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and
similar risks, any of which could have a material adverse effect on IMS Healths or Quintiles consolidated financial condition, results of operations, credit rating or liquidity. Neither IMS Health nor Quintiles assumes any obligation to
provide revisions or updates to any forward looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
Important Information About the Transaction and Where to Find It
In connection with the proposed transaction, IMS Health and Quintiles will be filing documents with the Securities and Exchange Commission
(SEC), including the filing by Quintiles of a registration statement on Form S-4, and Quintiles and IMS intend to mail a joint proxy statement regarding the proposed transaction to their respective shareholders that will also
constitute a prospectus of Quintiles. After the registration statement is declared effective, IMS Health and Quintiles plan to mail to their respective shareholders the definitive joint proxy statement/prospectus and may also file other documents
with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document which IMS Health or Quintiles may file with the SEC.
Investors and
security holders of IMS Health and Quintiles are urged to read the registration statement, the joint proxy statement/prospectus and any other relevant documents, as well as any amendments or supplements to these documents, carefully and in their
entirety when they become available because they will contain important information
. Investors and security holders may obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and other
documents filed with the SEC by IMS Health and Quintiles through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of IMS Health or Quintiles at the following:
|
|
|
IMS Health
|
|
Quintiles
|
|
|
ir@imshealth.com
|
|
InvestorRelations@quintiles.com
|
+1.203.448.4600
|
|
+1.919.998.2590
|
Investor Relations
|
|
4820 Emperor Boulevard
|
83 Wooster Heights RD
|
|
PO Box 13979
|
Danbury, CT, 06810
|
|
Durham, North Carolina 27703
|
3
Participants in the Solicitation
IMS Health, Quintiles and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction and related matters. Information regarding IMS Healths directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in IMS
Healths Form 10-K for the year ended December 31, 2015 and its proxy statement filed on February 22, 2016, which are filed with the SEC. Information regarding Quintiles directors and executive officers, including a description
of their direct interests, by security holdings or otherwise, is contained in Quintiles Form 10-K for the year ended December 31, 2015 and its proxy statement filed on March 21, 2016, which are filed with the SEC. Additional
information will be available in the registration statement on Form S-4 and the joint proxy statement/prospectus when they become available.
No Offer
or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
4
Instructions
:
Copy and paste this message in individual outreach to your clients, do not edit except
for salutation and signature.
MESSAGE TO INTEGRATED HEALTHCARE SERVICES CLIENTS
Subject: Quintiles and IMS Health announce merger
Dear [name],
I am pleased to share some exciting news from Quintiles. Today we announced our merger with IMS Health, bringing together the deep therapeutic and
scientific expertise of Quintiles with the information-powered technology services of IMS Health to create a truly differentiated suite of solutions to improve your probability of success.
The new company will be named Quintiles IMS Holdings, Inc., and you can find out more about the news in our joint press release (link).
This merger combines the complementary capabilities and expertise of two recognized industry leaders. We have much in common we are both technology
leaders, we solve complex problems with information and we share a passion for improving healthcare. We know that you constantly strive to innovate and deliver better medicines to patients faster. We are coming together to help you succeed.
Combining two leaders in real-world evidence will unlock insights about patient outcomes and the value of treatments from a powerful combination of
prospective and real-world data, advanced clinical and commercial analytics, and combined information management tools. For products that are commercially available, more data means more insight. The merger will enable greater agility and speed in
resource allocation across your promotional mix to maximize your commercial ROI.
IMS Health is the original big data company and global gold
standard in healthcare. With more than 85 percent coverage in global pharmaceutical sales, it has more than 15 Petabytes of unique data and capture a vast array of structured and unstructured data from over 100,000 suppliers worldwide. IMS Health
has one of the largest IT infrastructures in healthcare globally, and it process more than 55 billion healthcare transactions annually.
We will continue
to operate separately until the merger is completed. In the coming weeks and months, planning will begin to determine how we can best work together. Its important to know that delivery will not be impacted by these activities and your account
team will remain the same. We expect the merger to compete in the second half of this year, subject to shareholder and regulatory approvals and other customary conditions.
We remain focused on service delivery and were looking forward to continuing and expanding our relationship after the merger is finalized.
Please let me know if you have any questions or would like further information about this exciting news.
Best regards,
[Name]
5
###
Cautionary
Statements Regarding Forward Looking Statements
This communication contains forward-looking statements within the meaning of the federal
securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and
financial performance and financial condition, and often contain words such as expect, anticipate, intend, plan, believe, seek, see, will,
would, target, similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the potential
timing or consummation of the proposed transaction or the anticipated benefits thereof, including, without limitation, future financial and operating results. IMS Health and Quintiles caution readers that these and other forward-looking statements
are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a
difference include, but are not limited to risks and uncertainties related to (i) the ability to obtain shareholder and regulatory approvals, or the possibility that they may delay the transaction or that such regulatory approval may result in
the imposition of conditions that could cause the parties to abandon the transaction, (ii) the risk that a condition to closing of the merger may not be satisfied; (iii) the ability of IMS Health and Quintiles to integrate their businesses
successfully and to achieve anticipated cost savings and other synergies, (iv) the possibility that other anticipated benefits of the proposed transaction will not be realized, including without limitation, anticipated revenues, expenses,
earnings and other financial results, and growth and expansion of the new combined companys operations, and the anticipated tax treatment, (v) potential litigation relating to the proposed transaction that could be instituted against IMS
Health, Quintiles or their respective directors, (vi) possible disruptions from the proposed transaction that could harm IMS Healths or Quintiles business, including current plans and operations, (vii) the ability of IMS Health
or Quintiles to retain, attract and hire key personnel, (viii) potential adverse reactions or changes to relationships with clients, employees, suppliers or other parties resulting from the announcement or completion of the merger,
(ix) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect IMS Healths and/or Quintiles financial performance, (x) certain restrictions during
the pendency of the merger that may impact IMS Healths or Quintiles ability to pursue certain business opportunities or strategic transactions, (xi) continued availability of capital and financing and rating agency actions,
(xii) legislative, regulatory and economic developments and (xiii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as managements
response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the joint proxy statement/prospectus that will be included in the registration statement on
Form S-4 that will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 are, considered representative, no
such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences
in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have
a material adverse effect on IMS
6
Healths or Quintiles consolidated financial condition, results of operations, credit rating or liquidity. Neither IMS Health nor Quintiles assumes any obligation to provide revisions
or updates to any forward looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
Important Information About the Transaction and Where to Find It
In connection with the proposed transaction, IMS Health and Quintiles will be filing documents with the Securities and Exchange Commission
(SEC), including the filing by Quintiles of a registration statement on Form S-4, and Quintiles and IMS intend to mail a joint proxy statement regarding the proposed transaction to their respective shareholders that will also
constitute a prospectus of Quintiles. After the registration statement is declared effective, IMS Health and Quintiles plan to mail to their respective shareholders the definitive joint proxy statement/prospectus and may also file other documents
with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document which IMS Health or Quintiles may file with the SEC.
Investors and
security holders of IMS Health and Quintiles are urged to read the registration statement, the joint proxy statement/prospectus and any other relevant documents, as well as any amendments or supplements to these documents, carefully and in their
entirety when they become available because they will contain important information
. Investors and security holders may obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and other
documents filed with the SEC by IMS Health and Quintiles through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of IMS Health or Quintiles at the following:
|
|
|
IMS Health
|
|
Quintiles
|
|
|
ir@imshealth.com
|
|
InvestorRelations@quintiles.com
|
+1.203.448.4600
|
|
+1.919.998.2590
|
Investor Relations
|
|
4820 Emperor Boulevard
|
83 Wooster Heights RD
|
|
PO Box 13979
|
Danbury, CT, 06810
|
|
Durham, North Carolina 27703
|
Participants in the Solicitation
IMS Health, Quintiles and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction and related matters. Information regarding IMS Healths directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in IMS
Healths Form 10-K for the year ended December 31, 2015 and its proxy statement filed on February 22, 2016, which are filed with the SEC. Information regarding Quintiles directors and executive officers, including a description
of their direct interests, by security holdings or otherwise, is contained in Quintiles Form 10-K for the year ended December 31, 2015 and its proxy statement filed on March 21, 2016, which are filed with the SEC. Additional
information will be available in the registration statement on Form S-4 and the joint proxy statement/prospectus when they become available.
7
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
8
IMS HEALTH HOLDINGS, INC. (NYSE:IMS)
Historical Stock Chart
From Jun 2024 to Jul 2024
IMS HEALTH HOLDINGS, INC. (NYSE:IMS)
Historical Stock Chart
From Jul 2023 to Jul 2024