Filed pursuant to Rule 425 under the
Securities Act of 1933, as amended, and
deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended.

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Global Leadership in Market Intelligence

Driving Growth through Innovation and Execution

July 11, 2005

Safe Harbor

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This document contains certain forward-looking information about IMS Health Incorporated (“IMS”), VNU N.V. (“VNU”) and the combined company after completion of the transactions that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as “expect(s)”, “feel(s)”, “believe(s)”, “will”, “may”, “anticipate(s)” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of IMS and VNU, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include, but are not limited to: the failure of stockholders to approve the transaction; the risk that the businesses will not be integrated successfully or that doing so will be costly or result in significant charges; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; the results of the reconciliation of IMS’ financial statements into IFRS and the results of the reconciliation of VNU’s results into U.S. GAAP; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; competition and its effect on pricing, spending, third-party relationships and revenues; the ability to obtain governmental approvals of the transaction on the proposed terms and schedule; the risk that VNU is not able to maintain its status as a foreign private issuer; 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; to the extent the companies seek growth through acquisition, the ability of the companies to complete development of or to develop new or advanced technologies and systems for their businesses on a cost-effective basis; the ability to successfully achieve estimated effective tax rates and corporate overhead levels; competition, particularly in the markets for pharmaceutical information and audience measurement services; regulatory and legislative initiatives, particularly in the area of privacy; the outcome of pending legal and regulatory proceedings; leverage and debt service (including sensitivity to fluctuations in interest rates); compliance with covenants in loan agreements; the ability to obtain future financing on satisfactory terms; deterioration in economic conditions, particularly in the pharmaceutical, healthcare, media, information technology or other industries in which customers operate; and conditions in the securities markets which may affect the value or liquidity of portfolio investments.  Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Neither IMS nor VNU undertakes any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged to carefully review and consider the various disclosures in IMS’ various reports with the Securities and Exchange Commission (“SEC”), including but not limited to IMS’ Annual Report on Form 10-K for the year ended December 31, 2004 and IMS’ Quarterly Reports on Form 10-Q for the quarterly period ending March 31, 2005, and VNU’s Annual Report for the year ended December 31, 2004, which is available at the SEC’s Internet site (http://www.sec.gov).

Transaction Disclosure

Additional Information and Where to Find It

This document may be deemed to be solicitation material in respect of the proposed merger of IMS and VNU. In connection with the proposed transaction, VNU and IMS will file a registration statement on Form F-4, including the preliminary joint proxy statement/prospectus constituting a part thereof, with the SEC. VNU and IMS will file a definitive registration statement, including a definitive joint proxy statement/prospectus constituting a part thereof, and other documents with the SEC. SHAREHOLDERS OF IMS AND VNU ARE ENCOURAGED TO READ THE DEFINITIVE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE DEFINITIVE REGISTRATION STATEMENT, AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final joint proxy statement/prospectus will be mailed to stockholders of IMS and VNU. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, www.sec.gov, from IMS’ Investor Relations at 1499 Post Road, Fairfield, CT, 06824 or from VNU’s Investor Relations at Ceylonpoort 5-25, 2037 AA Haarlem, The Netherlands.

Participants in Solicitation

IMS, VNU and their directors and executive officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding IMS’ participants is set forth in the proxy statement, dated March 23, 2005, for IMS’ 2005 annual meeting of stockholders as filed with the SEC on Schedule 14A. Information regarding VNU’s participants is set forth in VNU’s Annual Report for the year ended December 31, 2004.  Additional information regarding the interests of IMS’ and VNU’s participants in the solicitation of proxies in respect of the proposed transaction is included in the registration statement and joint proxy statement/prospectus filed with the SEC.

Regulation G Legend

This presentation may contain certain non-GAAP financial measures. Reconciliations between certain non-GAAP financial measures and the GAAP financial measures will be made available in the joint proxy statement/prospectus.  VNU figures have been prepared in accordance with Dutch GAAP and IFRS.  IMS figures are prepared in accordance with U.S. GAAP.  All pro forma consolidated financial information has been prepared by aggregating financial information based on these differing accounting standards and might be materially different if IMS figures were presented in accordance with Dutch GAAP or IFRS or if VNU figures were presented in accordance with U.S. GAAP.   The definitive registration statement, including the definitive joint proxy statement/prospectus, may include adjustments to the financial statements of VNU to reflect differences between U.S. and Dutch GAAP and between the U.S. and Dutch approaches to financial statement presentation.

Global Leadership In Market Intelligence

Creating and expanding growth
opportunities worldwide

Transaction Summary

(1)                                  Based on closing price of VNU on July 8, 2005.

(2)                                  Cash EPS defined as EPS before merger related and restructuring expenses and intangible amortization.

(3)                                  Combined figures exclude synergies. VNU based on 2004 annual report (pro forma for divestiture of World Directories in 2004); IMS based on 2004 annual report.  VNU financial figures in Dutch GAAP; IMS financial figures in U.S. GAAP.  Pro forma financial figures presented might therefore be materially different if the companies financial information were presented in the same accounting principles.

Capitalizing on Major Trends

Creating Shareholder Value

(1)                                  Cash EPS defined as EPS before merger related and restructuring expenses and intangible amortization.

Transformation of VNU

Over the past seven years, VNU has transformed from a diversified publisher into a leader of market intelligence

(1)          Based on U.S.$ / € exchange of 1.195 as of July 8, 2005.

(2)          Combined figures exclude synergies.  VNU based on annual report (pro forma for divestiture of World Directories in 2004); IMS based on 2004 annual report.
VNU financial figures in Dutch GAAP; IMS financial figures in U.S. GAAP.  Pro forma financial figures presented might therefore be materially different if the companies financial information were presented in the same accounting principles.

Merged Management Team

Supervisory Board

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Executive Board

CEO
Rob van den Bergh

•        Business Information

•        HR

•        Legal

Global Leader in Market Intelligence

•             Market leadership in strong industries

•             Combining capabilities to create new opportunities

•             Capitalizing on consulting and services model

•             Ability to offer clients global reach

•             Common business processes

(1)               Denotes 2004 revenues.

Global Clients Trust VNU and IMS

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VNU & IMS clients have common business issues

•             Optimizing their return on investment

•             Expanding in the global marketplace

•             Responding to heightened consumer influences

•             Operating in highly competitive environments

Overview of IMS

•             World’s leading provider of market intelligence to the pharmaceutical and healthcare industries

•             $1.6 billion in revenues for 2004

•             Over 60% of revenues outside U.S.

•             More than 6,000 employees in over 100 countries

•             Tracks over 1 million brands, daily

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IMS Strategy for Growth

Invest in Data and Analytics

Accelerate Growth in Consulting and Services

Develop New Markets and Audiences

IMS: A Strong Global Franchise

Leadership Position

•             #1 Global Market Position

•             Strength of Client Base

•             Global Scale and Coverage

Financial Model

•             Strong Revenue Growth

•             High Free Cash Flows

•             High Return on Invested Capital

•             Strong EBITDA Margins: 33%

Reported Revenue Growth

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Adjusted EPS*

[CHART]

Free Cash Flow

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*                      From continuing operations without Cognizant Technology Solutions

Broad Capabilities for Growth

Example: Product Manager of OTC Antihistamine

Assess market share performance and promotional effectiveness

Integrated view of market share and promotional spending for prescription and over-the-counter products

Example: PharmaBrand Executive

Launch of new chronic-care, patented ethical drug

Integrated view of patient and physician dynamics in successfully launching prescription products

A Compelling Combination

•             Dramatically enhances value to our existing clients

•             Expands consulting and services

•             Benefits from common business processes

•             Creates significant opportunities for new audiences and new markets

•             Capitalizes on trends in the marketplace

Disciplined Approach to Integration

Implement a new approach…

•             Create global processes to improve business performance

•             Assign functional and regional leaders

•             Staff to achieve results

•             Taking advantage of joint experience

…to deliver results

•             Integrating assets across all businesses

•             Build repeatable consulting and services capabilities

•             Deliver revenue and cost synergies

Integrating the Businesses

Data can be Used Across Businesses

Consulting Adds to Value Propositions

Synergy Overview

Note:  Represent synergies expected be realized by year 3.

VNU’s Merger with IMS: Consistent with Criteria

(1)     Cash EPS defined as EPS before merger related and restructuring expenses and intangible amortization.

(2)     Based on Dutch GAAP; IFRS metric under review.

Attractive Geographical and Business Mix of Combined Company

Source: VNU based on 2004 VNU annual report (pro forma for divestiture of WD); IMS based on 2004 IMS annual report. VNU financial figures in Dutch GAAP; IMS financial figures in U.S. GAAP. Pro forma financial figures presented might therefore be different if the companies were presented in the same accounting principles.

Transaction Value and Implied Multiples

Note: Based on exchange rate of $1.195 per €1.00.  Diluted shares based on treasury stock method.

(1) 2005E EBITDA based on equity research consensus; 2005E adjusted EPS based on IMS management guidance.  Adjusted EPS from continuing operations, adjusted for legal fees, gains from investments and tax provisions.

Financing Plan and Capital Structure Implications

•             Approximately 60% of consideration in VNU equity; 40% in cash

•             136.4 million new VNU shares issued

•             €2.1 / $2.5 billion total cash consideration to IMS holders

•             Net Debt at closing of approximately €3.3 billion, or 2.8x 2005E pro forma EBITDA

•             Pro forma EBITDA to Net Interest Expense to remain within 6.0x – 8.0x under Dutch GAAP

•             Stock repurchase program of up to €500 million

•             Company is targeting to be below 3.0x Net Debt / EBITDA on an ongoing basis

•             Dividends will be at least equal to existing policy

•             Reporting in IFRS with U.S. GAAP reconciliation

•             Trading on Euronext Amsterdam and NYSE with a full ADR listing

Summary of Financial Combination Benefits

•             Annual revenue synergies target of at least €125 million ($150 million) by year 3

•             Expect approximately 20% weighted average EBITDA margin, or €25 million ($30 million) in EBITDA

•             Annual cost synergies of at least €85 million ($100 million) by year 3, approximately one third realized in year 1

•             Effective tax rate expected to be in the mid-20% range in the coming years

•             One-time cost of up to €150 million ($180 million) in 2006/2007 in connection with merging operations

Estimated Timeline to Completion

A Global Leader

•             Leader in market intelligence in three key industries:

•             Consumer Packaged Goods

•             Healthcare

•             Media and Entertainment

•             Compelling business model

•             World-class leadership team

•             Creating shareholder value

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Global Leadership in Market Intelligence

Driving Growth through Innovation and Execution