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
Quintiles Employee Message
PUBLISHED
Subject: From Tom Pike:
Quintiles and IMS Health announce merger
Dear Colleagues,
I am pleased to share exciting news in Quintiles continued growth journey. As you may have seen, earlier today Quintiles and IMS Health announced (link
to press release) plans to combine our two companies in a merger of equals, creating a new organization, Quintiles IMS.
This merger brings 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 our customers probability of success.
For those of you who dont know IMS Health, it is a leading global information and technology services company with 15,000 employees providing clients in
the healthcare industry with end-to-end solutions to measure and improve their performance. It is the original big data company and the global gold standard in healthcare. While IMS Health is different from Quintiles in many ways, we
share much in common, including an innovative spirit, tremendously talented employees, a focus on solving complex problems with information, and a deep commitment to improving healthcare.
The clinical research industry continues to grow but it is constrained by protocol complexity and a scarcity of patients. We need a distinctive set of
competitive advantages to transform clinical development, demonstrate value, improve outcomes and increase clients commercial ROI. IMS Healths data and technology put us on a curve that will be hard to follow, powering our operations and
catalyzing our growth.
We expect Quintiles IMS to maintain dual headquarters in Durham, North Carolina and Danbury, Connecticut. Ari Bousbib, chairman
and CEO of IMS Health, will become chairman and CEO of the merged organization, and I will serve as vice chairman.
While we are looking forward to
exploring all the future opportunities with IMS Health, we need to deliver in the present. There will be no immediate changes. We anticipate the agreement between the two companies will close in the second half of 2016 following shareholder and
regulatory approvals and subject to other customary conditions. We will soon create joint teams who will make recommendations on how we leverage our respective strengths and best serve our clients together. In the meantime, I encourage you to go to
iQ to find out more information about this news.
Joining with IMS Health brings new meaning to our collaboration platform of best alone, better together.
I am confident that the combined Quintiles IMS Health organization will create continued and new professional opportunities for employees, and enable us to make a meaningful impact in the pursuit of a healthier world.
Tom Pike
CEO
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 Quintiless 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 Quintiless financial performance, (x) certain restrictions during the pendency of the merger that may impact IMS
Healths or Quintiless 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 Quintiless 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.
Quintiles
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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:
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IMS Health
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Quintiles
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ir@imshealth.com
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InvestorRelations@quintiles.com
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+1.203.448.4600
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+1.919.998.2590
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Investor Relations
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4820 Emperor Boulevard
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83 Wooster Heights RD
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PO Box 13979
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Danbury, CT, 06810
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Durham, North Carolina 27703
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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 Quintiless directors and executive officers, including a description
of their direct interests, by security holdings or otherwise, is contained in Quintiless 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.
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