FILED PURSUANT TO RULE 425
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. on August 10, 2005]
[VNU Letterhead]
August 10, 2005
Dear Colleagues:
We announced our results for the first half of 2005 today and Im pleased to report that we
delivered another strong performance.
Thanks to your efforts and to solid progress with our key initiatives, VNUs organic revenues rose
6% in the first six months, with growth in all groups and especially positive results from Media
Measurement & Information. Organic EBITDA (earnings before interest, taxes, depreciation and
amortization) increased 11%.
Details about our first-half performance can be found in our press release at www.vnu.com.
Here are the highlights from each of our business groups:
Marketing Information (MI) delivered steady organic revenue growth of slightly more than 4%, with
good gains in most ACNielsen regions, particularly in the developing markets of Eastern Europe,
Asia and Latin America. Although growth was slower in ACNielsen Europe, the business continues to
invest in new capabilities that will contribute to future growth. Group earnings, while flat, were
in line with expectations as MI continued to invest in ACNielsens European business and other
major growth initiatives.
ACNielsens Homescan MegaPanel expansion in the U.S. remains ahead of schedule and is winning
significant commitments from clients for new revenue.
MESSAGE FROM THE CHAIRMAN R.F. van den Bergh
Chairman and CEO
Europes Homescan expansions in such countries as France, Germany and the U.K. are running on
schedule. ACNielsen Europe successfully launched its new data factory in the Netherlands in the
first half and has begun deployment in Belgium, France and the U.K. The Atlas project, which is
designed to support our growth investments by reducing costs and increasing efficiency, is on track
and expanding globally.
VNU Advisory Services, which had a slow first quarter but a better second quarter, expects
accelerated growth in the second half from its business units and from the launch of new products.
One such product, the DecisionSmart Modeling & Analytical service, was launched in Europe, the U.S.
and Asia Pacific during the first half. Advisory Services expects to follow up with Launch Manager
in the second half of the year. We also continued to make progress with our One-VNU account
management initiative, driving improved relationships and new revenue opportunities with major
clients.
Media Measurement & Information (MMI) delivered organic revenue growth of 11% and EBITDA growth of
19%. The groups outstanding results were led by Nielsen Media Research, which continued its major
expansion of national and local People Meter television audience measurement. The Local People
Meter has been launched successfully in seven markets and will be introduced in three additional
markets next year, and the simultaneous expansion of the National People Meter sample is 75%
complete. Nielsen Media Research also deployed its Active/Passive (A/P) meter in the second
quarter, a significant milestone in audience measurement.
In testimony before the U.S. Congress in Washington, D.C. recently, Nielsen Media Research opposed
proposed legislation seeking to regulate television ratings and affirmed its commitment to work
closely with the industrys rating council, clients and community leaders to ensure transparency
and accuracy in television ratings through the free market process.
Internationally, Nielsen Media Research is continuing to expand its Advertising Information
Services covering both expenditures and creative content. In February, Nielsen Media Research
International and AGB formed the AGB Nielsen Media Research joint venture, which will provide
television audience measurement in over 30 countries covering more than 70 percent of the worlds
ad spending. Innovative services from MMI, including Nielsen Outdoor, Product Placement and
Sponsorship Scorecard are beginning to make a meaningful contribution to the groups results, and
Media Solutions businesses, such as IMS and SRDS, continue to transition their product lines to the
web. Revenues increased at Nielsen//NetRatings, with other units in the group continuing to expand
their product and service lines.
Business Information delivered a solid performance with revenue growth of 3% and EBITDA growth of
15%. We achieved strong growth from existing and new trade show properties, including Hospitality
Design, Couture, ShoWest, GlobalShop and Signature Salons. The group introduced its Hospitality
Design China exposition in Hong Kong in June, with better-than-expected attendance. VNU eMedia also
delivered strong growth through advertising and licensing in the first half of the year. Lackluster
advertising markets in some industries held down results from our publications, but key titles,
including Adweek, Intermediair (with an increase in recruitment advertising), Accountancy Age and
The Hollywood Reporter performed well. Billboard completed its first major redesign in more than 40
years, an initiative that will serve as the foundation for a wide-ranging transformation of the
Billboard brand.
With our business groups all healthy and performing well, we are moving forward aggressively to
execute our strategy and accelerate our growth. Our priorities include:
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Substantial growth in our coverage of markets, media and consumer behavior that will enhance
the value of our proprietary information. This includes growth in ACNielsens consumer panel
and retail measurement coverage; Nielsen Media Researchs expansions in television audience
coverage in the U.S. and in global advertising information services; continued growth in
Internet coverage; new initiatives that measure the impact of outdoor advertising, product
placement and sports sponsorships; and new opportunities for print, electronic services and
events in new industry segments. |
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Global expansion that will strengthen our presence in such fast-growing markets as China,
Russia, Brazil and India. These countries, where we already have well-established operations,
represent major growth opportunities for our clients and we will continue to develop our
capabilities there. |
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Innovation in technology and services that will leverage our expertise in information systems
and tools, together with the experience and knowledge of our people, to create new products. |
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Integrated solutions for clients key business issues that will deliver higher value and a
real return on their investment in our relationship. |
Shortly after the end of the first half, we announced our agreement to merge with IMS Health. This
exciting merger will bring an exceptionally strong and growing market intelligence business into
the VNU organization, and it will help us to better execute each of our strategic priorities. Both
the investor and business community have reacted very positively to the merger. Planning has begun
for the rapid integration of our companies and we remain on target to close the merger in the first
quarter of 2006. Were looking forward to welcoming and working closely with our new colleagues
from IMS Health.
Looking to the second half of 2005, its vital that we maintain and accelerate our momentum in the
marketplace and continue to improve our results. We anticipate that our growth will accelerate in
the second half of the year, and that we will achieve 6% growth in organic revenue, with organic
EBITDA growth in the high single digits.
Yet the numbers dont tell the full story. VNUs success ultimately relies on the hard work,
ingenuity and passion of our people. Its each of you that help to deliver the quality products and
services we bring to our
clients, readers and constituents worldwide. Its each of you that make our workplaces fun and
worthwhile places to be; and its all of us working together that will help keep our promise to
provide unmatched market intelligence to clients and unmatched opportunities for our people.
We have a bright future ahead of us, and with your continued, wholehearted commitment, I am
confident we will succeed.
Best regards,
/s/ R.F. van den Bergh
About IMS Health Incorporated
IMS Health Incorporated (IMS) provides sales management and market research information services
to the pharmaceutical and healthcare industries worldwide. IMS provides information services
covering more than 100 countries and maintains offices in 76 countries on six continents, with
approximately 64% of total 2004 IMS revenue generated outside the United States. IMS is listed on
the New York Stock Exchange (NYSE: RX). Additional information is available at
http://www.imshealth.com.
About VNU N.V.
VNU N.V. (VNU) is a global information and media company with leading market positions and
recognized brands. VNU is active in more than 100 countries, with its headquarters located in
Haarlem, The Netherlands and New York, USA. In 2004, total revenues amounted to EUR 3.8 billion.
VNU is listed on the Euronext Amsterdam stock exchange (ASE: VNU), and VNU is part of the AEX Index
of leading Netherlands-based stocks. Additional information is available at http://www.vnu.com.
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 VNUs 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 VNUs Annual Report for the year ended December
31, 2004, which is available at the SECs Internet site (http://www.sec.gov).
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 SECs web
site, www.sec.gov, from IMS Investor Relations at 1499 Post Road, Fairfield, CT, 06824 or from
VNUs 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 VNUs participants is set forth in VNUs Annual Report for the
year ended December 31, 2004. Additional information regarding the interests of IMS and VNUs
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.