Filed by IMS Health 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
letter was sent to customers of IMS Health Holdings Inc. and Quintiles Transnational Holdings Inc.:
May 3, 2016
Dear [Insert
Client Name],
We are very pleased to announce that Quintiles and IMS Health have agreed to merge, creating a leader in global healthcare intelligence. It
is an exciting opportunity that will enable us to better serve your needs across the entire product lifecycle. This powerful union will establish an end-to-end partner with a focus on bringing greater efficiency to your operations and more value to
your portfolio.
The merger of equals will unite two companies with complementary strengths and a common heritage of healthcare service excellence. Our
ability to bring together clinical and commercial solutions will enable us to help the life sciences industry address the shift from volume to value and execute more efficiently.
For clients, this means using technology-enabled insights to transform clinical development. Our combined capabilities will improve trial design, accelerate
recruitment and boost efficiency in trial execution. We will help address the critical healthcare issues of cost, value and patient outcomes around the globe. And, we will integrate and expand our commercial outsourcing capabilities to drive
marketplace success.
Together, our scope of services will broaden significantly with talented professionals in more than 100 countries. Our scientific,
analytical and commercial experts will provide global and local market knowledge to bring you innovative approaches and offerings.
We expect this
transaction to close in the second half of 2016, subject to shareholder and regulatory approvals and other customary conditions and anticipate a seamless transition. Between now and the close, business will continue as usual within our respective
organizations. We remain committed to supporting your existing Quintiles and IMS Health services and offerings, and delivering the highest-quality solutions.
Sincerely,
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Ari Bousbib
Chairman and CEO
IMS Health
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Tom Pike
CEO
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
+1.203.448.4600
Investor Relations
83 Wooster Heights RD
Danbury, CT, 06810
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InvestorRelations@quintiles.com
+1.919.998.2590
4820 Emperor Boulevard
PO Box 13979
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 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.
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
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.
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