425
Filing under Rule 425 under
the U.S. Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of the
U.S. Securities Exchange Act of 1934
Filing by: VNU N.V.
Subject Company: IMS Health Incorporated
Commission File No.: 001-14049
VNU, IMS Health Committed to Merger
Dear Colleagues,
As you know, we are still some months away from the closing of the VNU and IMS Health merger. Since
we announced our plans in July, both companies have been working diligently on a number of fronts
to bring our businesses together. We have made excellent progress and the benefits of combining our
two companies become clearer every day. Together, we will create value for our clients and
shareholders, and an exciting and rewarding environment in
which to work. The VNU Supervisory and Executive Boards and
the IMS Board of Directors remain firmly committed to the
merger as the best possible course toward greater growth and success
for both companies.
Recently, you may have seen that some investors have been quoted in the news media questioning
certain aspects of the merger. As shareholders, they certainly have a right to raise questions and
have those questions answered.
Since the summer, we have met with analysts and investors to brief them on the compelling strategic
and financial rationale for bringing our two companies together to create a true global leader in
market intelligence. There is still much work to be done and we are now on the road reporting to
shareholders on our integration plans.
As we continue discussions with shareholders in the weeks ahead, its likely there will be
continuing press coverage and speculation about the merger. Rather than be distracted by these
developments, we must remain focused on our top priorities:
First, it is important that we all stay committed to meeting our current business objectives and
continue to deliver the outstanding service and value that our clients expect of us.
Second, for those team members called upon to contribute to integration planning, it is vital that
we complete an effective and thorough plan that can be implemented quickly after the merger closes.
Were counting on your continuing hard work and dedication as we move forward to get this great
partnership off to a strong start.
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Rob van den Bergh |
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Dave Carlucci |
CEO and Chairman, VNU |
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CEO and President, IMS |
About IMS Health Incorporated
IMS Health Incorporated (IMS) provides sales management and market research information services
to the pharmaceutical and healthcare industries worldwide. IMS provides information services
covering more than 100 countries and maintains offices in 76 countries on six continents, with
approximately 64% of total 2004 IMS revenue generated outside the United States. IMS is listed on
the New York Stock Exchange (NYSE: RX).
About VNU N.V.
VNU N.V. (VNU) is a global information and media company with leading market positions and
recognized brands. VNU is active in more than 100 countries, with its headquarters located in
Haarlem, The Netherlands and New York, USA. In 2004, total revenues amounted to EUR 3.8 billion.
VNU is listed on the Euronext Amsterdam stock exchange (ASE: VNU), and VNU is part of the AEX Index
of leading Netherlands-based stocks.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This document contains certain forward-looking information about IMS Health Incorporated
(IMS), VNU N.V. (VNU) and the combined company after completion of the transactions that are
intended to be covered by the safe harbor for forward-looking statements provided by the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not
historical facts. Words such as expect(s), feel(s), believe(s), will, may,
anticipate(s) and similar expressions are intended to identify forward-looking statements. These
statements include, but are not limited to, financial projections and estimates and their
underlying assumptions; statements regarding plans, objectives and expectations with respect to
future operations, products and services; and statements regarding future performance. Such
statements are subject to certain risks and uncertainties, many of which are difficult to predict
and generally beyond the control of IMS and VNU, that could cause actual results to differ
materially from those expressed in, or implied or projected by, the forward-looking information and
statements. These risks and uncertainties include, but are not limited to: the failure of
stockholders to approve the transaction; the risk that the businesses will not be integrated
successfully or that doing so will be costly or result in significant charges; the risk that the
cost savings and any other synergies from the transaction may not be fully realized or may take
longer to realize than expected; the results of the reconciliation of IMS financial statements
into IFRS and the results of the reconciliation of VNUs results into U.S. GAAP; disruption from
the transaction making it more difficult to maintain relationships with customers, employees or
suppliers; competition and its effect on pricing, spending, third-party relationships and revenues;
the ability to obtain governmental approvals of the transaction on the proposed terms and schedule;
the risk that VNU is not able to maintain its status as a foreign private issuer; 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; to the extent the
companies seek growth through acquisition, the ability of the companies to complete development of
or to develop new or advanced technologies and systems for their businesses on a cost-effective
basis; the ability to successfully achieve estimated effective tax rates and corporate overhead
levels; competition, particularly in the markets for pharmaceutical information and audience
measurement services; regulatory and legislative initiatives, particularly in the area of privacy;
the outcome of pending legal and regulatory proceedings; leverage and debt service (including
sensitivity to fluctuations in interest rates); compliance with covenants in loan agreements; the
ability to obtain future financing on satisfactory terms; deterioration in economic conditions,
particularly in the pharmaceutical, healthcare, media, information technology or other industries
in which customers operate; and conditions in the securities markets which may affect the value or
liquidity of portfolio investments. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof. Neither IMS nor VNU undertakes
any obligation to republish revised forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged
to carefully review and consider the various disclosures in IMS various reports with the
Securities and Exchange Commission (SEC), including but not limited to IMS Annual Report on Form
10-K for the year ended December 31, 2004 and IMS Quarterly Reports on Form 10-Q for the
quarterly period ending June 30, 2005, and VNUs Annual Report for the year ended December 31,
2004, which have been filed with the SEC. You may read and copy the above-mentioned SEC filings
and other information at the public reference facilities maintained by the SEC located at 100 F
Street, N.E., Washington, D.C. 20549. Copies of these materials can be obtained from the Public
Reference Section of the Securities and Exchange Commission at prescribed rates by calling the
Commission at 1-800-SEC-0330. Many of these materials are also available at the SECs Internet
site (http://www.sec.gov).
Additional Information and Where to Find It
This document may be deemed to be solicitation material in respect of the proposed merger of
IMS and VNU. In connection with the proposed transaction, VNU and IMS will file a registration
statement on Form F-4, including the preliminary joint proxy statement/prospectus constituting a
part thereof, with the SEC. VNU and IMS will file a definitive registration statement, including a
definitive joint proxy statement/prospectus constituting a part thereof, and other documents with
the SEC. STOCKHOLDERS OF IMS AND VNU ARE ENCOURAGED TO READ THE DEFINITIVE REGISTRATION STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, INCLUDING THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE DEFINITIVE REGISTRATION STATEMENT, AS
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. The final joint proxy statement/prospectus will be mailed to stockholders of IMS and VNU.
Investors and security holders will be able to obtain the documents free of charge at the SECs web
site, www.sec.gov, from IMS Investor Relations at 1499 Post Road, Fairfield, CT, 06824 or from
VNUs Investor Relations at Ceylonpoort 5-25, 2037 AA Haarlem, The Netherlands.
Participants in Solicitation
IMS, VNU and their directors and executive officers and other members of their management and
employees may be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding IMS participants is set forth in the proxy statement,
dated March 23, 2005, for IMS 2005 annual meeting of stockholders as filed with the SEC on
Schedule 14A. Information regarding VNUs participants is set forth in VNUs Annual Report for the
year ended December 31, 2004. Additional information regarding the interests of IMS and VNUs
participants in the solicitation of proxies in respect of the proposed transaction is included in
the registration statement and joint proxy statement/prospectus filed with the SEC.
Regulation G Legend
This presentation may contain certain non-GAAP financial measures. Reconciliations between certain
non-GAAP financial measures and the GAAP financial measures will be made available in the joint
proxy statement/prospectus. VNU figures have been prepared in accordance with Dutch GAAP and IFRS.
IMS figures are prepared in accordance with U.S. GAAP. All pro forma consolidated financial
information has been prepared by aggregating financial information based on these differing
accounting standards and might be materially different if IMS figures were presented in accordance
with Dutch GAAP or IFRS or if VNU figures were presented in accordance with U.S. GAAP. The
definitive registration statement, including the definitive joint proxy statement/prospectus, may
include adjustments to the financial statements of VNU to reflect differences between U.S. and
Dutch GAAP and between the U.S. and Dutch approaches to financial statement presentation.