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
The following
is the transcript for the video presentation by the Global Chief of Scientific Affairs for Real-World and Late Phase Research of Quintiles Transnational Holdings Inc.:
The websites referenced below and information accessible through them do not constitute part of this document are not incorporated into this document.
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 company’s 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 Health’s 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 Health’s and/or Quintiles’ financial performance, (x) certain restrictions during the pendency of the merger that may impact IMS
Health’s 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 management’s 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 Health’s 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.
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 Health’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in IMS
Health’s 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.
TRANSCRIPTION OF AUDIO
Dr. Nancy
Dreyer, MPH, PhD, Global Chief of Scientific Affairs for Quintiles’ Real-World and Late Phase Research division, shares details about conducting enriched studies with prospective and retrospective data.
Video can be found at http://www.quintiles.com/video?itemId=4D737CFDEE733C18A1427EEE62FAC0D5&playerId=CB0938A642BF32008A0693F1897BBFB6
[music]
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An enriched study is a research program that combines existing data with an element of new data collection to
answer research questions with much greater depth and relevance to clinicians, patients and payers. The enrichment comes from using existing data, such as data from electronic health records, pharmacy databases and other health insurance records or
previous research. For example, you may have study data that shows a
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treatment is safe and effective but you want to establish that the treatment doesn’t cause weight gain as a way to differentiate your product from its competitors. It would be ideal to
conduct a study using purely existing data like those from electronic medical records, but experience has shown us that weight is rarely consistently recorded in the electronic medical record at each visit. An efficient approach would be to design
an enriched study where, after appropriate ethical review and informed consent, you would ask physicians to record patients’ weight over a set period of time and combine those results with existing data from electronic medical records or other
sources so you can evaluate weight change along with effectiveness and safety. Through enriched studies, you can generate more value from the data you have already collected at little additional time or marginal extra cost. Sponsors can answer more
questions with their allotted research budget, laying the foundation for addressing many questions of interest to clinicians, patients, payers, health systems and regulatory agencies. However, sponsors often assume that the data they want already
exists, and they’re surprised to find it isn’t recorded or that it isn’t easily accessible. Enriched studies offer an efficient way to answer critical questions about the safety, effectiveness and value of medical diagnostic and
treatments. There’s also the challenge of inconsistency in the data, and the scope and completeness of data recorded will vary among physicians, departments, institutions and even the time of day. If a
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sponsor wants to save time and money while generating more value for their observational research effort, this is a trend they should be paying attention to. Before you launch any study, you have
to do your homework to determine whether the information already exists that can answer your questions and, if it doesn’t, whether an enriched study would add value. Once you know that, you can chart your path.
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[End of recording]
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