IMS Health to be Acquired by TPG and CPP Investment Board

Thu Nov 5, 2009 9:30am EST

* Reuters is not responsible for the content in this press release.

IMS Shareholders to Receive $22 per Share in Cash; Transaction Valued at $5.2
Billion
NORWALK, Conn.--(Business Wire)--
IMS Health (NYSE: RX), the world`s leading provider of market intelligence to
the pharmaceutical and healthcare industries, today announced that it has
entered into a definitive agreement to be acquired by investment funds managed
by TPG Capital ("TPG") and the CPP Investment Board ("CPPIB") in a transaction
with a total value of $5.2 billion, including the assumption of debt. 

The agreement was unanimously approved by the IMS Board of Directors based upon
the recommendation of the Transaction Committee that was established to
undertake a review of IMS`s strategic alternatives. Under the agreement, IMS
shareholders will receive $22.00 cash for each share of IMS common stock they
own, representing a premium of approximately 50 percent over the closing share
price on Friday, October 16, 2009, the last trading day prior to public
speculation that IMS was considering its strategic alternatives. 

The transaction has fully committed financing, consisting of a combination of
equity to be invested by TPG and CPPIB and debt financing to be provided by
certain affiliates of Goldman, Sachs & Co., including its principal loan and
mezzanine funds. 

"This transaction enables our shareholders to realize substantial value from
their investment in IMS with an immediate cash premium, while at the same time
strengthening our position to capture long-term growth opportunities," said IMS
Chairman and CEO David R. Carlucci. "With the backing of world-class private
equity partners, we will continue our focus on expanding into new markets,
further improving the quality and depth of offerings we deliver to our clients,
and playing a bigger role in the healthcare market." 

"IMS Health has consistently demonstrated it is the definitive source of
critical data and services to the evolving healthcare industry," said Jonathan
Coslet, Senior Partner, TPG. "We are pleased to join with our long-time partner,
CPP Investment Board, and a talented management team to continue the growth of
this outstanding franchise." 

"We are pleased to make a significant investment in IMS Health which is the
market leader in its industry with a strong customer base," said Mark Wiseman,
Senior Vice President, Private Investments, for CPP Investment Board. "CPPIB and
TPG are like-minded, long-term investors and we look forward to working together
and in partnership with management to help grow the business." 

Completion of the transaction is subject to approval of IMS shareholders,
regulatory approvals and customary closing conditions and is expected to occur
by the end of the first quarter of 2010. 

Foros Securities LLC acted as financial advisor to the Transaction Committee of
the Board. Lazard rendered a fairness opinion to the Transaction Committee.
Morris, Nichols, Arsht & Tunnell LLP acted as legal advisor to the Transaction
Committee. 

Deutsche Bank Securities Inc. acted as financial advisor to the Company, and
Sullivan & Cromwell LLP acted as legal advisor to the Company. 

Goldman, Sachs & Co., BofA Merrill Lynch, Barclays Capital, Evercore Partners,
and J.P. Morgan acted as financial advisors to TPG and CPPIB. Ropes & Gray LLP
acted as legal advisor to TPG and CPPIB. CPPIB was also separately advised by
Torys LLP. 

About IMS

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
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. 

About TPG Capital

TPG Capital is the global buyout group of TPG, a leading private investment firm
founded in 1992 with approximately $45 billion of assets under management and
offices in San Francisco, London, Hong Kong, New York, Fort Worth, Washington,
D.C., Melbourne, Moscow, Mumbai, Paris, Luxembourg, Beijing, Shanghai, Singapore
and Tokyo. TPG Capital has extensive experience with global public and private
investments executed through leveraged buyouts, recapitalizations, spinouts,
joint ventures and restructurings. TPG Capital`s healthcare investments have
included Axcan Pharma, Biomet, Fenwal, IASIS Healthcare, Quintiles
Transnational, and Surgical Care Affiliates, among others. TPG`s technology
investments have included SunGard, Fidelity National Information Services, Sabre
Holdings, Aptina, Avaya, and Intergraph, among others. Please visit www.tpg.com.


CPP Investment Board

The CPP Investment Board is a professional investment management organization
that invests the funds not needed by the Canada Pension Plan to pay current
benefits on behalf of 17 million Canadian contributors and beneficiaries. In
order to build a diversified portfolio of CPP assets, the CPP Investment Board
invests in public equities, private equities, real estate, inflation-linked
bonds, infrastructure and fixed income instruments. Headquartered in Toronto,
with offices in London and Hong Kong, the CPP Investment Board is governed and
managed independently of the Canada Pension Plan and at arm`s length from
governments. At June 30, 2009, the CPP Fund totaled $116.6 billion of which
$18.4 billion represents private investments. For more information about the CPP
Investment Board, please visit www.cppib.ca. 

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 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 outcome of IMS Health`s exploration of
strategic alternatives, (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 and (ix) 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 considering the various closing conditions. Additional information
on factors that may affect the business and financial results of the company can
be found in the filings of the company 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.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed merger of IMS Health Incorporated (the
"Company") with Healthcare Technology Acquisition, Inc., a Delaware corporation
and a wholly owned subsidiary of Healthcare Technology Holdings, Inc., a
Delaware corporation, (the "Merger"), the Company will prepare a proxy statement
to be filed with the SEC.When completed, a definitive proxy statement and a form
of proxy will be mailed to the stockholders of the Company.BEFORE MAKING ANY
VOTING DECISION, THE COMPANY`S STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT REGARDING THE MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.The Company`s
stockholders will be able to obtain, without charge, a copy of the proxy
statement (when available) and other relevant documents filed with the SEC from
the SEC`s website at http://www.sec.gov.The Company`s stockholders will also be
able to obtain, without charge, a copy of the proxy statement and other relevant
documents (when available) by directing a request by mail or telephone to IMS
Health Incorporated, 901 Main Avenue, Norwalk, Connecticut 06851, telephone:
(203) 845-5200, or from the Company`s website, http://www.imshealth.com.

The Company and its directors and officers may be deemed to be participants in
the solicitation of proxies from the Company`s stockholders with respect to the
Merger.Information about the Company`s directors and executive officers and
their ownership of the Company`s common stock is set forth in the proxy
statement for the Company`s 2009 Annual Meeting of Stockholders, which was filed
with the SEC on March 27, 2009.Stockholders may obtain additional information
regarding the interests of the Company and its directors and executive officers
in the Merger, which may be different than those of the Company`s stockholders
generally, by reading the proxy statement and other relevant documents regarding
the Merger, when filed with the SEC.

IMS:
Darcie Peck, 203-845-5237
Investor Relations
dpeck@imshealth.com
or
Christine Dusek, 203-845-5430
Communications
cdusek@imshealth.com
or
TPG:
Owen Blicksilver Public Relations, Inc.
Kristin Celauro, 732-291-5456
or
CPPIB:
May Chong, 416-868-8657
mchong@cppib.ca

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