IMS Health Announces Stockholder Approval of Merger Agreement with Affiliates of TPG and CPP Investment Board
08 Février 2010 - 6:56PM
Business Wire
IMS Health (NYSE: RX), the world’s leading provider of market
intelligence to the pharmaceutical and healthcare industries, today
announced that its stockholders approved the proposal to adopt the
merger agreement providing for its acquisition by entities created
by certain affiliates of TPG Capital, L.P. (“TPG”) and the CPP
Investment Board (“CPPIB”).
The affirmative vote of the holders of a majority of the
outstanding shares of common stock of IMS Health was required to
approve the proposal to adopt the merger agreement. According to
the final tally of shares voted, more than 75 percent of the
outstanding shares of common stock of IMS Health as of the close of
business on December 28, 2009 voted to approve the proposal to
adopt the merger agreement.
All approvals, consents or consultations required to consummate
the merger under U.S. and foreign antitrust laws have been obtained
or made, and accordingly, the related condition to the consummation
of the merger set forth in the merger agreement has been fully
satisfied. The consummation of the merger remains subject to the
satisfaction or waiver of certain other closing conditions set
forth in the merger agreement and discussed in detail in the
Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission by IMS Health on December 29,
2009. Assuming all conditions are satisfied, the parties expect
that the merger will be completed by the end of the first quarter
of 2010.
About IMS Health
Operating in more than 100 countries, IMS Health 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 Health 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 filing 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 Health 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 Health 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 Health to an entity
created by certain affiliates of TPG and the CPPIB, including
uncertainties relating to 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 Health 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 Health’s customers operate, and (viii) uncertainties
associated with completion of IMS Health’s restructuring plans and
the impact of the restructuring activities on IMS Health’s 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 Health can be found in the
filings of IMS Health made from time to time with the Securities
and Exchange Commission. IMS Health undertakes no obligation to
correct or update any forward-looking statements, whether as a
result of new information, future events or otherwise.
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