425

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 talking points were made available to representatives of Quintiles Transnational Holdings, Inc. on May 2, 2016 to use responsively with customers regarding the proposed merger between Quintiles and IMS Health Holdings, Inc.

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

 

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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:

 

IMS Health    Quintiles
ir@imshealth.com    InvestorRelations@quintiles.com
+1.203.448.4600    +1.919.998.2590
Investor Relations    4820 Emperor Boulevard
83 Wooster Heights RD    PO Box 13979
Danbury, CT, 06810    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.

Talking Points

May 3, 2016

Quintiles & IMS Health Have Announced Merger

 

  •   I’d like to share some exciting news from Quintiles with you.

 

  •   On May 3, 2016, we announced our merger with IMS Health, in a transformational move to power our services with the information-based technology capabilities of the industry leader.

 

  •   The new company will be named Quintiles IMS Holdings, Inc.

 

  •   This merger provides a tremendous opportunity to further improve your probability of success.

Why now?

 

  •   Quintiles has always been known as the company that can “see around corners” – we are doing it once again.

 

  •   The industry demands innovation in clinical trials to break through the constraints of protocol complexity, scarcity of patients and cost.

 

  •   Access to IMS Health’s wealth of healthcare data and its analytic capabilities will reveal insights that are critical to success.

 

  •   We have already proven the power of working with IMS Health in the last year on a global Real-World Evidence collaboration to drive late-stage clinical research.

 

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Differentiated solutions

 

  •   The advantages we can create once the merger has completed will span first-in-human trials through the practice of medicine.

 

  •   The combined company will deliver trial designs that balance good science and feasible execution, along with faster patient recruitment, powered by access to 530+ million anonymous patient data records, including EMR and EHR records, and product-level tracking insights in 90 markets.

 

  •   All of this information an be leveraged by our therapeutic and operational experts to accelerate recruitment of investigators and patients into in clinical trials.

 

  •   A good protocol plus the right sites leads to improved probability of successful trial execution.

 

  •   Combining two leaders in real-world evidence will unlock insights about patient outcomes and the value of treatments from a powerful combination of prospective and real-world data.

 

  •   For products that are commercially available, more data means more insight. The merger will enable greater agility and speed in resource allocation and execution across the promotional mix to maximize your commercial ROI.

Who is IMS Health?

 

  •   IMS Health is a leading global information and technology services company providing clients in the healthcare industry with end-to-end solutions to measure and improve their performance.

 

  •   The company has 15,000 employees working across 100 countries to help clients run their operations more efficiently.

 

  •   Clients include pharmaceutical, consumer health and medical device manufacturers and distributors, providers, payers, government agencies, policymakers, researchers and the financial community.

Next steps

 

  •   We will continue to operate separately until the merger is completed.

 

  •   In the coming weeks integration planning will begin to determine how to bring the power of IMS Health’s information-based technology to Quintiles’ scientific and operational expertise.

 

  •   Delivery will not be impacted by these activities and your account team will remain the same.

 

  •   We anticipate the merger will be completed in the second half of the year subject to shareholder and regulatory approvals and other customary conditions.

 

  •   Please let me know if you have any questions or would like further information about this exciting news.

 

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