UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 16, 2005
IMS HEALTH INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 001-14049
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06-1506026 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 1499 Post Road, Fairfield, Connecticut
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06824 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(203) 319-4700
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On November 16, 2005, IMS Health Incorporated (“IMS”), VNU N.V. (“VNU”) and Isaac Acquisition Corp.
(“Merger Sub”) entered into a letter agreement that terminated the Agreement and Plan of Merger,
dated as of July 10, 2005, among such parties.
The proposed merger was announced on July 11, 2005 and was expected to close in the first quarter
of 2006, subject to approval by the shareholders of both companies. Consummation of the merger
would have resulted in IMS surviving as a wholly-owned subsidiary of VNU. Subsequent to the
announcement of the proposed merger, several of VNU’s major shareholders stated that they did not
support a merger of IMS and VNU and would vote against its approval.
Pursuant to the letter agreement, VNU has agreed to reimburse IMS $15 million for its actual
out-of-pocket costs, and VNU will pay an additional $45 million
to IMS should VNU itself be acquired in the next 12
months. IMS has agreed to return the $15 million payment to VNU if IMS is acquired in the next 12
months.
The description of the letter agreement contained in this Item 1.02 does not purport to be complete
and is qualified in its entirety by reference to the letter agreement, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. OTHER EVENTS.
On November 17, 2005, IMS issued a press release announcing the termination of the proposed merger
of IMS and VNU.
This press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
None
(b) Pro Forma Financial Information.
None
(c) Exhibits.
The following exhibits are furnished as part of this report:
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Description |
10.1
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Letter Agreement, dated November 16, 2005, among IMS Health Incorporated, VNU N.V. and
Isaac Acquisition Corp. |
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99.1
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Press Release |