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
presentation will be used by representatives of Quintiles Transnational Holdings, Inc. in meeting with customers regarding the proposed merger between Quintiles and IMS Health Holdings, Inc.
Quintiles and IMS Health to Merge
Announcement overview May 2016
Cautionary Notes on 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 consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including
the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate such transaction on a timely matter or at all, 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, (i) the completion of the proposed
transaction on anticipated terms and timing, including obtaining shareholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance,
indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the new combined company’s operations and other conditions to the completion of the merger, (ii) the
ability of IMS Health and Quintiles to integrate the business successfully and to achieve anticipated synergies, risks and costs, (iii) potential litigation relating to the proposed transaction that could be instituted against IMS Health, Quintiles
or their respective directors, (iv) the risk that disruptions from the proposed transaction will harm IMS Health’s or Quintiles’ business, including current plans and operations, (v) the ability of IMS Health or Quintiles to retain and
hire key personnel, (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger, (vii) 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, (viii) certain restrictions during the pendency of the merger that may impact IMS’s or Quintiles’ ability to pursue certain
business opportunities or strategic transactions, (ix) continued availability of capital and financing and rating agency actions, (x) legislative, regulatory and economic developments and (xi) 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 publicly 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: IMS Health Quintiles ir@imshealth.comInvestorRelations@quintiles.com +1.203.448.4600+1.919.998.2590 Investor Relations4820 Emperor Boulevard
83 Wooster Heights RDPO Box 13979 Danbury, CT, 06810Durham, North Carolina 27703 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’s directors and executive officers, including a
description of their direct interests, by security holdings or otherwise, is contained in Quintiles’s 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. Note on Non-GAAP Financial Measures Non-GAAP results, such as combined adjusted EBITDA, unlevered free cash flow and gross debt, are presented only as a supplement to IMS Health’s and Quintiles’ financial statements based on
GAAP. Non-GAAP financial information is provided to enhance understanding of IMS Health’s and Quintiles’ financial performance, but none of these non-GAAP financial measures are recognized terms under GAAP and non-GAAP measures should
not be considered in isolation from, or as a substitute analysis for, IMS Health’s and Quintiles’ results of operations as determined in accordance with GAAP. Definitions and reconciliations of non-GAAP measures to the most directly
comparable GAAP measures are provided within the schedules attached to this release. IMS Health and Quintiles use non-GAAP measures in their respective operational and financial decision making, and believe that it is useful to exclude certain items
in order to focus on what they regard to be a more reliable indicator of the underlying operating performance of the business. As a result, internal management reports feature non-GAAP measures which are also used to prepare strategic plans and
annual budgets and review management compensation. IMS Health and Quintiles also believe that investors may find non-GAAP financial measures useful for the same reasons, although investors are cautioned that non-GAAP financial measures are not a
substitute for GAAP disclosures. Non-GAAP measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to IMS Health and Quintiles, many of which present non-GAAP measures
when reporting their results. Non-GAAP measures have limitations as an analytical tool. They are not presentations made in accordance with GAAP, are not measures of financial condition or liquidity and should not be considered as an alternative to
profit or loss for the period determined in accordance with GAAP or operating cash flows determined in accordance with GAAP. Non-GAAP measures are not necessarily comparable to similarly titled measures used by other companies. As a result, you
should not consider such performance measures in isolation from, or as a substitute analysis for, IMS Health’s and Quintiles’ respective results of operations as determined in accordance with GAAP.
Overview Announced merger with IMS Health
Proposed merger announced May 3, 2016 Merger of equals Primary focus remains on operational delivery and service quality Merger will have limited impact on operations Complementary capabilities Transform clinical development and commercialization
through use of information Better study design Recruit patients faster Industry leading capabilities in real-world evidence and commercialization Manage operations more effectively
Two Best-in-Class Businesses
Complementary offerings 2015 Revenue Differentiated Resources Leading Capabilities Revenue: $4.3B >1,100 medical doctors, ~1,050 PhDs, ~850 biostatisticians & statistical programmers Quintiles Infosario® platform: >298,000 clinical
investigators, clinical research data across 487 indications in 18 therapeutic areas ~6,700K global contract sales experts supporting commercial execution Employ >36,000; 100+ geographies Largest full service product development services partner
and enabling technology Deep therapeutic, domain, and regulatory expertise – 14 therapeutic centers of excellence Global scientific observational research and real world/late phase Scientific and clinical partner of choice for mission critical
insights Revenue: $2.9B >15 petabytes of encrypted and secure data covering ~90 markets >500M anonymous patient records >85% coverage of global pharma sales 270+ patents and pending applications SaaS Technology Applications Suite Employ
>15,000; 100+ geographies Gold standard in global market measurement in commercial operations Information-enabled Real World Evidence Solutions Integrated information and technology services Commercial technology and analytics partner of choice
for mission critical insights Building on 2015 Real World Evidence Alliance
Transformational Partner To Life Sciences
Realize Greater R&D Efficiency Demonstrate Value & Measure Outcomes Maximize Commercial ROI Equipping therapeutic, scientific, and domain experts from the world’s largest CRO with industry-leading data and information Designing better
trials and driving speed and precision in site identification, recruitment, and trial execution Creating a full lifecycle evidence generation partner Downstream tools, and advisory services to drive commercial uptake Evidence to build connected
healthcare across stakeholders Driving higher returns on commercial investments through outsourced solutions spanning analytics to ‘feet on the street’ sales execution Spanning R&D through commercial execution to real-world patient
outcomes Information, technology, services
Transformational Partner To Life Sciences
Realize greater R&D efficiency 530M+ anonymous patient records 14M+ healthcare professional reference database; 70+ countries 500k clinical investigators Information assets in 90 markets 430+ direct-to patient studies Data collection experience
from ~5,700 studies Global EMR infrastructure to deploy ‘enriched’ technologies 14 therapeutic area centers of excellence Strategic Levers Optimally Design Trials Real-time, data-driven protocol design and feasibility assessment Identify
& Recruit with Precision & Speed Combined physician, site, and performance information reflecting real world treatments Execute with Maximum Efficiency Technology-enabled execution reducing site burden and improving cycle times
Transformational Partner To Life Sciences
Demonstrate value and measure outcomes 530M+ anonymous patient records 415+ patient registries and post-approval programs since 2011 E360 ® SaaS Technology Industry shaping leader in patient registries 1 2,300+ technical & scientific
resources across 100 geographies Payer and provider footprints in ~10 markets 5K+ studies executed per year A global leader in data privacy 1 “Registries for Evaluating Patient Outcomes: A User’s Guide” Strategic Levers Create
Lifecycle Evidence Partner Technology-enabled retrospective and prospective approaches to support scientific and commercial needs Demonstrate Treatment Value Globally Global infrastructure to evaluate the value, safety and effectiveness of
treatments in 100+ markets Lead Connected Healthcare Engagement Enable informed dialogue across healthcare stakeholders including payer/provider (e.g., pay-for-performance)
Transformational Partner To Life
Sciences Maximize commercial ROI Portfolio of business intelligence tools for commercial operations 6,700+ global contract sales representatives IMS SaaS Technology for MCM, MDM, Compliance 2015 Leader in Life Sciences IT Outsourcing, BPO, CRM 1
137K CRM seats >80% SaaS 15K+ advanced analytic projects over last 5 years 7K+ commercial operations associates 14M+ healthcare professional reference database; 70+ geos 1 IDC Health Insights Strategic Levers Shape R&D and Commercial
Convergence Align R&D clinical knowledge with commercial analytics and sales execution Orchestrate Customer Engagement Leverage global information and technology tools to manage stakeholder touch points Create Information-Enabled Sales Execution
Integrate commercial analytic tools and technology to drive CSO differentiated value proposition
World-class talent ~50,000 strong
employee base 15,000+ employees serving clients across 100+ countries 1,200+ healthcare informatics experts worldwide 7,000+ employees in commercial services 3,000+ offshore delivery employees Quintiles 36,000+ employees serving clients across 100+
countries 1,100+ medical doctors ~1,050 PhDs ~850 biostatisticians & statistical programmers 6,700+ sales reps 900+ clinical educators IMS Health
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