Filed by: Cognizant Technology Solutions Corporation
Filing under Rule 425 under the Securities Act of 1933
Subject Company: Cognizant Technology Solutions Corporation
Subject Company's Commission File No: 000-24429
Cognizant Technology Solutions Corporation and IMS Health Corporation jointly
issued the following press release on November 14, 2002.
[IMS Logo] [Cognizant Technology Solutions Logo]
NEWS
FOR IMMEDIATE RELEASE
Contacts:
Michael Gury Brian Maddox/Scot Hoffman
IMS Communications Cognizant Comms. (c/o Morgen-Walke Assoc.)
(203) 319-4730 (212) 850-5600
Darcie Peck Gordon Coburn
IMS Investor Relations Cognizant Chief Financial Officer
(203) 319-4766 (201) 678-2712
IMS HEALTH AND COGNIZANT TECHNOLOGY SOLUTIONS
ANNOUNCE PLAN TO DISTRIBUTE IMS'S INTEREST IN CTS
IN A `SPLIT-OFF' EXCHANGE OFFER
CONFERENCE CALL WITH INVESTORS SCHEDULED FOR
FRIDAY, NOVEMBER 15 AT 8 A.M. EST
FAIRFIELD, CT and TEANECK, NJ, November 14, 2002 - IMS Health (NYSE: RX) and
Cognizant Technology Solutions (Nasdaq: CTSH) today jointly announced plans to
distribute IMS's majority interest in Cognizant Technology Solutions. The
distribution would be achieved through a "split-off" exchange offer that
provides IMS shareholders with the opportunity to exchange, on a tax-free basis,
some or all of their shares of IMS common stock for shares of Cognizant common
stock held by IMS. IMS currently owns 11.3 million shares of Cognizant,
representing approximately 56 percent of the
outstanding shares of Cognizant. These plans are described in a Cognizant
registration statement filed today with the Securities and Exchange Commission
(SEC).
IMS is the world's leading provider of information solutions to the
pharmaceutical and healthcare industries. Cognizant is a leading provider of
custom software development, integration and maintenance services to Blue Chip
companies worldwide.
Subject to the SEC's review of the registration statement and satisfaction
of the conditions of the exchange offer, the split-off is expected to be
completed in the first quarter of 2003. IMS shareholders will receive an
Offering Circular-Prospectus that provides complete details of the transaction
at the commencement of the exchange offer.
"The proposed split-off enables IMS and Cognizant Technology Solutions to
capitalize on growth opportunities in our respective markets. At the same time,
it sharpens IMS's focus on the core capabilities we consider most strategic,"
said David Thomas, IMS chairman and chief executive officer. "Cognizant has a
proven track record of customer satisfaction and financial success, and we will
continue to look to them for world-class software development and technology
support for IMS customized solutions."
"Today's action is good for Cognizant," said Kumar Mahadeva, Cognizant
Technology Solutions chairman and CEO. "It will broaden our investor base and
allow us to move forward as a fully independent company. In a relatively short
time, Cognizant has demonstrated the success of its business model and we look
forward to continued growth as a leading provider of high-value technology
solutions."
A copy of the preliminary Offering Circular-Prospectus and additional
information about the split-off transaction will be available in the "Investors"
areas of the IMS and Cognizant websites.
IMS has retained Goldman, Sachs & Co. and Bear, Stearns & Co. Inc. to
serve as financial advisors on the transaction.
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CONFERENCE CALL SCHEDULED
Executive management of IMS and Cognizant will review details of the
split-off plan during a conference call with investors and analysts at 8 a.m.
EST on Friday, November 15, 2002.
Participants may access the call via the following telephone numbers:
1-888-732-8129 (U.S. and Canada)
1-212-346-6394 (International)
A replay of the presentation will be available beginning one hour after
the call until November 22, 2002 by dialing:
1-800-633-8284 (U.S. and Canada)
1-402-977-9140 (International)
The reservation number to access the replay is 21025462.
To listen to a live audio Webcast of the conference call, go to
http://www.corporate-ir.net/ireye/ir_site.zhtml?ticker=RX&script=1010&item_
id=676058.
A replay of the Webcast will be available for seven days.
IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER
Investors are urged to read the documents that IMS and Cognizant have
filed and will file with the SEC in connection with the exchange offer. These
documents contain important information about the exchange offer and its
potential effect on the companies and their stockholders. They can be accessed
online at the SEC's website (http://www.sec.gov), as well as on the IMS and CTS
websites. Copies also are available by request from IMS Investor Relations or
Cognizant at the numbers listed in this press release.
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ABOUT COGNIZANT TECHNOLOGY SOLUTIONS
Cognizant Technology Solutions Corp. (Nasdaq: CTSH) is a leading provider
of custom information technology design, development, integration and
maintenance services. Focused on delivering strategic information technology
solutions that address the complex business needs of its clients, Cognizant
provides applications management, development, systems integration and business
process outsourcing services through its onsite/offshore outsourcing model.
Cognizant's more than 5,600 employees are committed to partnerships that sustain
long-term, proven value for customers by delivering high-quality, cost-effective
solutions through its development centers in India and Ireland, and onsite
client teams. Cognizant maintains P-CMM and SEI-CMM Level 5 assessments from an
independent third-party assessor and was recently ranked as the top information
technology company in Forbes' 200 Best Small Companies in America and in
BusinessWeek's Hot Growth Companies. Further information about Cognizant can be
found at http://www.cognizant.com.
ABOUT IMS
Operating in more than 100 countries, IMS Health is the world's leading
provider of information solutions to the pharmaceutical and healthcare
industries. With $1.3 billion in 2001 revenue and nearly 50 years of industry
experience, IMS Health offers leading-edge business intelligence products and
services that are integral to clients' day-to-day operations, including
marketing effectiveness solutions for prescription and over-the-counter
pharmaceutical products; sales optimization solutions to increase pharmaceutical
sales force productivity; and consulting and customized services that turn
information into actionable insights. Additional information is available at
http://www.imshealth.com.
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This press release includes statements which may constitute forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Although IMS Health and Cognizant believe the
expectations contained in such forward-looking statements are reasonable, they
can give no assurance that such expectations will prove correct. This
information may involve risks and uncertainties that could cause actual results
to differ materially from the forward-looking statements. Factors which could
cause or contribute to such differences for IMS Health include, but are not
limited to (i) the risks associated with operating on a global basis, including
fluctuations for IMS Health in the value of foreign currencies relative to the
U.S. dollar, and the ability to successfully hedge such risks, (ii) to the
extent IMS Health seeks growth through acquisitions and joint ventures, the
ability to identify, consummate and integrate acquisitions and ventures on
satisfactory terms, (iii) the ability to develop new or advanced technologies
and systems for its businesses on time and on a cost-effective basis, and the
ability to implement cost-containment measures, (iv) regulatory, legislative and
enforcement initiatives, particularly in the areas of medical privacy and tax,
(v) to the extent unforeseen cash needs arise, the ability to obtain financing
on favorable terms, (vi) deterioration in economic conditions, particularly in
the pharmaceutical, healthcare or other industries in which IMS Health's
customers operate, and (vii) uncertainties regarding the satisfaction or waiver
of the conditions to the exchange offer, and the effects on the exchange offer
of market conditions, economic conditions, tax treatment, regulatory and legal
requirements and the results of negotiations between Cognizant and IMS Health.
Potential risks and uncertainties that could cause or contribute to differences
for Cognizant include, but are not limited to: (i) the significant fluctuations
of Cognizant's quarterly operating results caused by a variety of factors, many
of which are not within Cognizant's control, including (a) the number, timing,
scope and contractual terms of application design, development and maintenance
projects, (b) delays in the performance of projects, (c) the accuracy of
estimates of costs, resources and time to complete projects, (d) seasonal
patterns of Cognizant's services required by customers, (e) levels of market
acceptance for Cognizant's services, (f) potential adverse impacts of new tax
legislation, and (g) the hiring of additional staff; (ii) changes in Cognizant's
billing and employee utilization rates; (iii) Cognizant's ability to manage its
growth effectively, which will require Cognizant (a) to increase the number of
its personnel, particularly skilled technical, marketing and management
personnel, (b) to find suitable acquisition candidates to support geographic
expansion, and (c) to continue to develop and improve its operational,
financial, communications and other internal systems, in the United States,
India and Europe; (iv) Cognizant's limited operating history with unaffiliated
customers; (v) Cognizant's reliance on key customers and large projects; (vi)
the highly competitive nature of the markets for Cognizant's services; (vii)
Cognizant's ability to successfully address the continuing changes in
information technology, evolving industry standards and changing customer
objectives and preferences; (viii) Cognizant's reliance on the continued
services of its key executive officers and leading technical personnel; (ix)
Cognizant's ability to attract and retain a sufficient number of highly skilled
employees in the future; (x) Cognizant's ability to protect its intellectual
property rights; (xi) the concentration of Cognizant's operations in India and
the related geo-political risks of local and cross-border conflicts; (xii)
terrorist activity, the threat of terrorist activity, and responses to and
results of terrorist activity and threats, including, but not limited to,
effects, domestically and/or internationally, on Cognizant, its personnel and
facilities, its customers and suppliers, financial markets and general economic
conditions; (xiii) general economic conditions. Such forward-looking statements
include risks and uncertainties; consequently, actual transactions and results
may differ materially from those expressed or implied thereby; and (xiv)
uncertainties regarding the satisfaction or waiver of the conditions to the
exchange offer, and the effects on the exchange offer of market conditions,
economic conditions, tax treatment, regulatory and legal requirements and the
results of negotiations between Cognizant and IMS Health.
Additional information on factors that may affect the business and financial
results of the companies can be found in filings of the companies made from time
to time with the Securities and Exchange Commission.
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