Filing under Rule 425 under
the U.S. Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of the
U.S. Securities Exchange Act of 1934
Filing by: VNU N.V.
Subject Company: IMS Health Incorporated
Commission File No.: 001-14049

[Below is information made available to employees of VNU N.V. and IMS Health Incorporated]

Good [morning/afternoon] everyone and thanks for joining me.

We are here today to talk about an exciting milestone in the development of our company and, indeed, in the development of the information industry as a whole – the merger of VNU and IMS.

This is a merger of dynamic industry leaders that will:

• Dramatically improve our services for clients and our ability to help them succeed in the marketplace...

• Help us create more value for our shareholders... And

• Create new growth opportunities for us.

Today we will review some fundamentals about our businesses and the merger, explain its advantages and begin to talk about how we will work together...

And we’ll devote time to responding to your questions.

There will be much to do in the coming months to bring our companies together... We will need your input and feedback... And we will be depending on your effort and commitment to make the merger successful.

1

The merger will combine two exceptional companies – leaders in their respective markets – to create a global leader in market intelligence.

Our two companies have complementary strengths, a common heritage and a shared vision of the future –

A vision of a fast, flexible, innovative company with the global presence, talent, technical capabilities and management focus to serve an expanding client base and venture into exciting new markets.

2

Together , we will have market leadership serving three key industries – consumer packaged goods, healthcare, and media and entertainment, with assets that can be applied across each of them.

We’ll have four main business segments:

• Our Marketing Information group, which delivers a wealth of information and analysis about consumer purchasing, behavior and attitudes in 110 countries... This group measures 77 billion transactions a year.

• Our Media Measurement and Information group unit reports on virtually every element of the media and entertainment industries... Best known for Nielsen TV ratings... Measures 85% of global ad spending.

• In the case of IMS, we track 90% of all prescription sales transactions in the U.S. and 70% worldwide, collected from more than 290,000 sources.

• The Business Information group has leading positions and brands (such as Billboard, Hollywood Reporter, Adweek, Intermediair, Computing) along with its highly successful trade show and eMedia businesses.

Compared with other information companies, we serve stronger industry sectors, with capabilities that can create new opportunities. Plus, we offer strong consulting and services capabilities that will also drive growth.

In an increasingly global marketplace, we will offer clients the geographic reach they demand.

And the close similarity of many of our business processes will help us conduct a smooth transition and improve our efficiency.

All told, we’ll have 4.7 billion euro — 5.6 billion dollars — in revenue, and more than 44,000 employees in 110 countries.

3

Our clients – 12,000 strong, in 12 industries –trust VNU and IMS to help them solve their most critical business issues. Together we will serve virtually every major consumer product, pharmaceutical and media company.

Now more than ever, our clients – whether P&G, Pfizer or NBC – have a common set of business issues.

They are asking us to help them optimize their return on investment – to assess their potential for expanding their presence in the global arena – and to help them respond effectively to the growing power of the consumer in virtually every market.

And they want us to help them sharpen their edge in an increasingly competitive environment.

Combined, VNU and IMS will provide must-have information from more than one million sources around the world — information that plays a pivotal role in supporting corporate, strategic and operating decisions.

4

We are bringing together an exceptionally strong leadership team, combining the strengths of both companies.

The Executive Board – which has responsibility for developing and executing the company’s overall strategy — will be headed by VNU’s Rob van den Bergh as Chairman and CEO.

IMS’s CEO, David Carlucci, joins the Board as Deputy CEO and COO.

Rob Ruijter, the current CFO of VNU, will continue as CFO.

And Nancy Cooper, IMS’s CFO, joins the Board as Chief Transformation Officer, responsible for the integration of the two companies, as well as IT and business development

The Executive Board reports to a Supervisory Board, made up of 10 directors — six from the current VNU Board and four from IMS’s Board, including IMS Executive Chairman David Thomas.

5

Here are some of the financial highlights of the transaction:

• VNU is offering $28.10 per share to IMS shareholders: $11.25 in cash and 0.604 VNU share for each IMS share

• The transaction is valued at $7 billion

• 65% of the ownership of the new company will be VNU shareholders, and 35% will be IMS shareholders.

• Following the transaction, VNU will list ADRs on the New York Stock Exchange, as well as continue to list its stock on the Euronext exchange in Amsterdam.

Now let’s take a closer look at the advantages of the merger from the viewpoint of all our stakeholders: employees, clients, and shareholders.

6

VNU and IMS each gain significantly – as they complement each other to create value.

For VNU, the merger:

• Adds a high-growth, high-margin business

• Speeds the development of consulting and services

• Creates significant synergies, and

• Strengthens the leadership team

For IMS, the merger :

• Broadens capabilities and offerings

• Expands its consulting and services portfolio

• Facilitates expansion into new healthcare segments

• And enhances the global scale of key activities and processes

7

As one company, we will

• Dramatically enhance value to our existing clients,

• Expand our consulting and services capabilities,

• Leverage the business processes that we have in common,

• Address new audiences in new markets with these new capabilities, and

• Capitalize on trends in the marketplace.

In short, this is a compelling combination.

Together, we will execute as one company with one approach. And in light of trends in the marketplace, our timing could not be better.

8

Let’s talk about the three key market trends that we will capitalize on by putting these two businesses together:

9

Let me illustrate the breadth of our capabilities and the links among them...

Marketing Information measures consumer attitudes, behavior and purchasing patterns, and the effects of promotional campaigns.

MI’s Consumer panels, customized research and M&A capabilities help to clients understand why consumers make their buying decisions, and forecast the impact of future promotions...MI tracks over 320,000 retail stores and 230,000 consumer households in 25 countries.

In Healthcare Market Intelligence, IMS provides the most complete measurement and analysis of pharmaceutical sales, prescribers’ practices, OTC sales, and the overall dynamics of the pharma marketplace.

Media Measurement & Information offers the most comprehensive measurement of television, radio and print media consumption, advertising expenditure and ad content... Internet usage... movie attendance and more... MMI measures TV audiences in over 46 countries, and is a key input for U.S. TV advertising decisions valued at $60 billion each year.

So we focus on different industries and collect different information. But, if we look across the bottom of this chart, there’s a lot of common ground in the type of analytics, advisory and consulting services we provide. So we can use the different information in complementary ways to give clients a more complete view of these markets.

10

Here’s an example of how our new company can go to market with a VNU/IMS solution:

The product manager for an over-the-counter antihistamine needs a clear analysis of the drug’s market share performance, including the effectiveness of its promotional campaign.

Currently, VNU has the capabilities, products and services to measure market share, promotional spending and consumer impressions.

Increasingly, both OTC manufacturers and prescription manufacturers need to understand the full range of their therapy categories – Rx, generics and OTC. In short, brand managers need to understand what’s going on in both the front and back of the store.

With more products moving from prescription to OTC, and patients increasingly looking at all of their options, the value of this information is increasing – including the interplay between the Rx and OTC markets.

That’s just the kind of integrated view we will now be able to offer our clients.

11

Here’s another example. Patients are an increasingly important part of the equation when developing a brand and launch strategy. Even before they step into the doctor’s office, patients are better informed than ever because they are paying an increasingly larger part of the cost of drugs out of their own pocket – so they watch their drug expenses much more closely.

Pharma companies must understand both the patients’ and the physicians’ view of the patients’ illness, their treatment options and their attitudes toward the price of drugs.

VNU understands the consumer picture, including product perceptions and consumer awareness. IMS has unique expertise on the physician side, in areas such as product positioning, pricing strategy and product uptake.

So for a brand manager working on a product launch, our company will deliver an even more comprehensive, integrated view of patient and physician dynamics – a view that will help support successful launch planning.

12

VNU’s Business Information unit is strong.

• It has leading positions and brands (such as Billboard, Hollywood Reporter, Adweek, Intermediair, Computing) along with its highly successful and profitable trade show and eMedia businesses.

• Continues to be a valuable part of the organization, with great assets, brands and substantial cash flow generation.

• There are some potential areas of synergy and new opportunities that we will evaluate over time.

13

To deliver integrated views and new value to clients – and to perform more efficiently – we have identified processes that can be taken to a common global level. These are shown on the left side of the chart...

The right side illustrates our opportunities...

• Data assets can be used across all our businesses...

• Consulting and services can drive growth... by leveraging our underlying data assets and increasing their value...

• Individual clients may be different, but their needs for benchmarking services... optimized promotional spending... and higher returns on their marketing spending... are all very similar

• Common global processes will deliver efficiencies of scale.

14

We will start developing a comprehensive integration plan immediately...

We expect that the merger will close in the first quarter of 2006, following regulatory and shareholder approvals.

So... What does this all mean for you?

First – It’s critical that we stay focused on our current initiatives and objectives and deliver a strong finish to 2005. [Managers to add detail about local priorities as appropriate.]

Second – some of us will be called upon to contribute to the integration planning, and we’re counting on full commitment and cooperation.

Third – and very important – we need a continuing dialogue. We’ll work hard to keep you informed about the merger before and after the closing... and we urge you not to hesitate about airing your questions, concerns and ideas.

We’re counting on your support and we’ll all need to work together very closely to make this merger a success and capture all our opportunities.

15

In summary, VNU and IMS are a perfect fit

• We will be a leader in market intelligence in three key industries – created by bring two global information companies together who are already leaders in their markets

• We will be unique in global scale and capability – covering over 100 countries and able to provide broad insight to our clients to help them solve their most critical business issues

• We have a compelling business model – that will produce a company that is financially and operationally strong

• We will have a strong executive team with that brings together experienced leaders from both companies...

• We will form a faster-growing, more profitable company that creates higher value for shareholders...

• And we will open up new opportunities for growth and development for our employees..

Thank you for your attention today. We are very excited about this opportunity and look forward to your commitment. At this time, I’d like to answer any questions you may have.

16

17

18

19