IMS Announces Record Date and Meeting Date For Special Meeting of Stockholders In Connection with Merger Agreement
15 Décembre 2009 - 10:54PM
Business Wire
IMS Health Incorporated (NYSE: RX), the world’s leading provider
of market intelligence to the pharmaceutical and healthcare
industries, today announced that it has established a record date
and a meeting date for a special meeting of its stockholders to
consider and vote upon a proposal to adopt the previously announced
merger agreement, dated as of November 5, 2009, providing for the
acquisition of IMS by Healthcare Technology Holdings, Inc., an
entity created by certain affiliates of TPG Capital, L.P. and the
Canada Pension Plan Investment Board.
IMS stockholders of record at the close of business on Monday,
December 28, 2009, will be entitled to notice of the special
meeting and to vote at the special meeting. The special meeting
will be held on Monday, February 8, 2010, at 11:30 a.m. Eastern
Time, at The Hyatt Regency, 1800 East Putnam Avenue, Greenwich,
Connecticut.
About IMS
Operating in more than 100 countries, IMS is the world’s leading
provider of market intelligence to the pharmaceutical and
healthcare industries. With $2.3 billion in 2008 revenue and more
than 50 years of industry experience, IMS offers leading-edge
market intelligence products and services that are integral to
clients’ day-to-day operations, including product and portfolio
management capabilities; commercial effectiveness innovations;
managed care and consumer health offerings; and consulting and
services solutions that improve productivity and the delivery of
quality healthcare worldwide. Additional information is available
at http://www.imshealth.com.
Forward-Looking Statements
This press release contains statements that may constitute
forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Although IMS believes the expectations contained in its
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 to differ materially from the forward-looking statements.
Factors that could cause or contribute to such differences include,
but are not limited to (i) uncertainties associated with the
proposed sale of IMS to an entity created by certain affiliates of
TPG Capital, L.P. and the Canada Pension Plan Investment Board,
including uncertainties relating to the anticipated timing of
filings and approvals relating to the transaction, the expected
timing of the completion of the transaction and the ability to
complete the transaction, (ii) regulatory, legislative and
enforcement initiatives, particularly in the areas of data access
and utilization and tax, (iii) 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, (iv) to the extent unforeseen cash
needs arise, the ability to obtain financing on favorable terms,
(v) to the extent IMS seeks growth through acquisitions and joint
ventures, the ability to identify, consummate and integrate
acquisitions and joint ventures on satisfactory terms, (vi) the
ability to develop new or advanced technologies and systems for its
businesses on time and on a cost-effective basis, (vii)
deterioration in economic conditions, particularly in the
pharmaceutical, healthcare or other industries in which IMS’
customers operate, and (viii) uncertainties associated with
completion of IMS’ restructuring plans and the impact of the
restructuring activities on IMS’ business and financial results,
including the timing of the activities and the associated costs and
the ability to achieve projected cost savings. Additional
information on factors that may affect the business and financial
results of IMS can be found in the filings of IMS made from time to
time with the Securities and Exchange Commission (the “SEC”). IMS
undertakes no obligation to correct or update any forward-looking
statements, whether as a result of new information, future events
or otherwise.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger (the “Merger”) of IMS
with Healthcare Technology Acquisition, Inc., a Delaware
corporation and a wholly owned subsidiary of Healthcare Technology
Holdings, Inc., a Delaware corporation, IMS filed a preliminary
proxy statement with the SEC on November 25, 2009. When completed,
a definitive proxy statement and a form of proxy will be filed with
the SEC and mailed to the IMS stockholders of record as of December
28, 2009. BEFORE MAKING ANY VOTING DECISION, IMS STOCKHOLDERS
ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND, WHEN
AVAILABLE, THE DEFINITIVE PROXY STATEMENT CAREFULLY BECAUSE THESE
PROXY STATEMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. IMS stockholders will be able to obtain,
without charge, a copy of the preliminary proxy statement, the
definitive proxy statement (when available) and other relevant
documents filed with the SEC from the SEC’s website at
http://www.sec.gov. IMS stockholders will also be able to obtain,
without charge, a copy of the preliminary proxy statement, the
definitive proxy statement (when available) and other relevant
documents by written or telephonic request directed to IMS Health
Incorporated, Attn: Investor Relations, 901 Main Avenue, Norwalk,
Connecticut 06851, telephone: (203) 845-5200, on the Investors page
of the IMS corporate website at www.imshealth.com, or from our
proxy solicitor, Innisfree M&A Incorporated, toll-free at (888)
750-5835 (banks and brokers call collect at (212) 750-5833).
IMS and its directors and officers may be deemed to be
participants in the solicitation of proxies from the IMS
stockholders with respect to the Merger. Information about the IMS
directors and executive officers and their ownership of the IMS
common stock is set forth in the proxy statement for the IMS 2009
Annual Meeting of Stockholders, which was filed with the SEC on
March 27, 2009. Additional information regarding the interests of
the directors and executive officers of IMS in the Merger, which
may be different than those of the IMS stockholders generally, is
included in the preliminary proxy statement and will be contained
in the definitive proxy statement when it becomes available.
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