8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 5, 2009

IMS HEALTH INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation)	No. 001-14049 (Commission File Number)	No. 06-1506026 (IRS Employer Identification No.)
901 Main AvenueNorwalk, Connecticut		06851
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 845-5200

Former name or former address, if changed since last report: N/A

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) :

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

xSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01. Other Events

On November 5, 2009, IMS Health Incorporated (the “Company”) issued a press release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On November 5, 2009, the Company issued a memorandum to the employees of the Company, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished as part of this report:

Exhibit Number	Description
99.1	Press Release dated November 5, 2009
99.2	Memorandum to Employees

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

IMS HEALTH INCORPORATED
(Registrant)
By:	/s/ Harvey A. Ashman
	Name:	Harvey A. Ashman
	Title:	Senior Vice President, General
		Counsel and External Affairs

Date:November 5, 2009

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated November 5, 2009
99.2	Memorandum to Employees

3

EX-99.1

Exhibit 99.1

	News
	For Immediate Release
IMS Contacts:	TPG Contact:
Darcie Peck	Kristin Celauro
Investor Relations	Owen Blicksilver Public Relations, Inc.
(203) 845-5237	(732) 291-5456
dpeck@imshealth.com
Christine Dusek	CPPIB Contact:
Communications	May Chong
(203) 845-5430	(416) 868-8657
cdusek@imshealth.com	mchong@cppib.ca

IMS Health to be Acquired by TPG and
CPP Investment Board

IMS Shareholders to Receive $22 per Share in Cash;
Transaction Valued at $5.2 Billion

NORWALK, CT, November 5, 2009 – IMS Health (NYSE: RX), the world’s leading provider of market intelligence to the pharmaceutical and healthcare industries, today announced that it has entered into a definitive agreement to be acquired by investment funds managed by TPG Capital (“TPG”) and the CPP Investment Board (“CPPIB”) in a transaction with a total value of $5.2 billion, including the assumption of debt.

The agreement was unanimously approved by the IMS Board of Directors based upon the recommendation of the Transaction Committee that was established to undertake a review of IMS’s strategic alternatives.  Under the

agreement, IMS shareholders will receive $22.00 cash for each share of IMS common stock they own, representing a premium of approximately 50 percent over the closing share price on Friday, October 16, 2009, the last trading day prior to public speculation that IMS was considering its strategic alternatives.

The transaction has fully committed financing, consisting of a combination of equity to be invested by TPG and CPPIB and debt financing to be provided by certain affiliates of Goldman, Sachs & Co., including its principal loan and mezzanine funds.

“This transaction enables our shareholders to realize substantial value from their investment in IMS with an immediate cash premium, while at the same time strengthening our position to capture long-term growth opportunities,” said IMS Chairman and CEO David R. Carlucci. “With the backing of world-class private equity partners, we will continue our focus on expanding into new markets, further improving the quality and depth of offerings we deliver to our clients, and playing a bigger role in the healthcare market.”

“IMS Health has consistently demonstrated it is the definitive source of critical data and services to the evolving healthcare industry,” said Jonathan Coslet, Senior Partner, TPG. “We are pleased to join with our long-time partner, CPP Investment Board, and a talented management team to continue the growth of this outstanding franchise.”

“We are pleased to make a significant investment in IMS Health which is the market leader in its industry with a strong customer base,” said Mark Wiseman, Senior Vice President, Private Investments, for CPP Investment Board. “CPPIB and

TPG are like-minded, long-term investors and we look forward to working together and in partnership with management to help grow the business.”

Completion of the transaction is subject to approval of IMS shareholders, regulatory approvals and customary closing conditions and is expected to occur by the end of the first quarter of 2010.

Foros Securities LLC acted as financial advisor to the Transaction Committee of the Board.  Lazard rendered a fairness opinion to the Transaction Committee.  Morris, Nichols, Arsht & Tunnell LLP acted as legal advisor to the Transaction Committee.

Deutsche Bank Securities Inc. acted as financial advisor to the Company, and Sullivan & Cromwell LLP acted as legal advisor to the Company.

Goldman, Sachs & Co., BofA Merrill Lynch, Barclays Capital, Evercore Partners, and J.P. Morgan acted as financial advisors to TPG and CPPIB.  Ropes & Gray LLP acted as legal advisor to TPG and CPPIB. CPPIB was also separately advised by Torys LLP.

About IMS

Operating in more than 100 countries, IMS Health is the world’s leading provider of market intelligence to the pharmaceutical and healthcare industries. With $2.3 billion in 2008 revenue and more than 50 years of industry experience, IMS offers leading-edge market intelligence products and services that are integral to clients’ day-to-day operations, including product and portfolio management capabilities; commercial effectiveness innovations; managed care and consumer health offerings; and consulting and services solutions that improve productivity and the

delivery of quality healthcare worldwide. Additional information is available at http://www.imshealth.com.

About TPG Capital

TPG Capital is the global buyout group of TPG, a leading private investment firm founded in 1992 with approximately $45 billion of assets under management and offices in San Francisco, London, Hong Kong, New York, Fort Worth, Washington, D.C., Melbourne, Moscow, Mumbai, Paris, Luxembourg, Beijing, Shanghai, Singapore and Tokyo.  TPG Capital has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, joint ventures and restructurings.  TPG Capital’s healthcare investments have included Axcan Pharma, Biomet, Fenwal, IASIS Healthcare, Quintiles Transnational, and Surgical Care Affiliates, among others.  TPG’s technology investments have included SunGard, Fidelity National Information Services, Sabre Holdings, Aptina, Avaya, and Intergraph, among others.  Please visit www.tpg.com.

CPP Investment Board

The CPP Investment Board is a professional investment management organization that invests the funds not needed by the Canada Pension Plan to pay current benefits on behalf of 17 million Canadian contributors and beneficiaries. In order to build a diversified portfolio of CPP assets, the CPP Investment Board invests in public equities, private equities, real estate, inflation-linked bonds, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in London and Hong Kong, the CPP Investment Board is governed and managed

independently of the Canada Pension Plan and at arm’s length from governments. At June 30, 2009, the CPP Fund totaled $116.6 billion of which $18.4 billion represents private investments. For more information about the CPP Investment Board, please visit www.cppib.ca.

# # #

Forward-looking StatementsThis press release contains statements that may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although IMS Health believes the expectations contained in its forward-looking statements are reasonable, it can give no assurance that such expectations will prove correct. This information may involve risks and uncertainties that could cause actual results of IMS Health to differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to (i) uncertainties associated with the proposed sale of IMS Health to a company controlled by TPG Capital and the CPP Investment Board, including uncertainties relating to the anticipated timing of filings and approvals relating to the transaction, the expected timing of completion of the transaction and the ability to complete the transaction, (ii) regulatory, legislative and enforcement initiatives, particularly in the areas of data access and utilization and tax, (iii) the 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, (iv) to the extent unforeseen cash needs arise, the ability to obtain financing on favorable terms, (v) to the extent IMS Health seeks growth through acquisitions and joint ventures, the ability to identify, consummate and integrate acquisitions and joint ventures on satisfactory terms, (vi) the ability to develop new or advanced technologies and systems for its businesses on time and on a cost-effective basis, (vii) deterioration in economic conditions, particularly in the pharmaceutical, healthcare or other industries in which IMS Health’s customers operate, and (viii) uncertainties associated with completion of IMS Health’s restructuring plans and the impact of the restructuring activities on IMS Health’s business and financial results, including the timing of the activities and the associated costs and the ability to achieve projected cost savings. Additional information on factors that may affect the business and financial results of the company can be found in the filings of the company made from time to time with the Securities and Exchange Commission.

IMS Health undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed merger of IMS Health Incorporated (the “Company”) with Healthcare Technology Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Healthcare Technology Holdings, Inc., a Delaware corporation, (the “Merger”), the Company will prepare a proxy statement to be filed with the SEC.  When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of the Company.  BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.  The Company’s

stockholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov.  The Company’s stockholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to IMS Health Incorporated, 901 Main Avenue, Norwalk, Connecticut 06851, telephone: (203) 845-5200, or from the Company’s website, http://www.imshealth.com.

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the Merger.  Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2009 Annual Meeting of Stockholders, which was filed with the SEC on March 27, 2009.  Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the Merger, which may be different than those of the Company’s stockholders generally, by reading the proxy statement and other relevant documents regarding the Merger, when filed with the SEC.

EX-99.2

Exhibit 99.2

To:	All IMS Employees
From:	Dave Carlucci, Chairman and CEO
Date:	November 5, 2009
Subject:	IMS to be Acquired by TPG Capital and CPP Investment Board

Dear Colleagues,

I am very pleased to announce today that IMS has concluded its strategic review process, and will become a private company owned by TPG Capital and the CPP Investment Board, its limited partner. TPG is one of the world’s leading private investment firms. I want to take this opportunity to give you some perspective on this exciting news and what it means for you, our clients and shareholders.

Under the agreement, IMS shareholders will receive $22.00 in cash for each share of IMS stock they hold. That represents a premium of 50 percent over the closing share price on October 16, the last trading day before the media reported that we were exploring strategic alternatives. It’s a substantial premium, and a particularly strong endorsement of our business.

We evaluated a variety of alternatives to maximize shareholder value, and I’m confident that TPG is the right choice for us. With their wealth of experience in the healthcare and IT industries, along with their financial strength, we’ll be even better positioned to realize our long-term strategic vision. TPG’s team is impressed by the strides we’ve made in transforming our business, in broadening our capabilities, and in helping a growing set of clients respond to the challenges and opportunities in today’s market.

For those of you who may not be familiar with TPG, it is a global private investment firm with approximately $45 billion of assets under management. Since 1985, it has invested in companies across a broad range of geographies and industries, including technology, life sciences, airline and consumer retail. TPG has an extensive track record of investing in the healthcare space, and experience with B2B services companies.

Let me assure you that this is not a change in our business strategy. Our strength continues to depend on your passion and dedication. With TPG, we’ll keep building our business as we move into new markets, launch relevant offerings and expand with additional client sets — all while improving operational efficiency.

We expect to complete the transaction by the end of the first quarter of 2010, following regulatory and shareholder approvals. In the meantime, we’ll keep you informed of developments as the process moves forward. On Friday, I will host an employee briefing to provide some additional perspective on the announcement and what we’re hearing from our stakeholders; call-in details will follow.

Over the past 55 years, particularly in periods of change, IMS always has played a leadership role by taking the long-term view. Time and again, we’ve seized opportunities to build the right capabilities, and this is another step forward. I know I can count on your support as we move ahead.

- Dave

Forward-looking StatementsThis document contains statements that may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although IMS Health believes the expectations contained in its forward-looking statements are reasonable, it can give no assurance that such expectations will prove correct. This information may involve risks and uncertainties that could cause actual results of IMS Health to differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to (i) uncertainties associated with the proposed sale of IMS Health to a company controlled by TPG Capital and the CPP Investment Board, including uncertainties relating to the anticipated timing of filings and approvals relating to the transaction, the expected timing of completion of the transaction and the ability to complete the transaction, (ii) regulatory, legislative and enforcement initiatives, particularly in the areas of data access and utilization and tax, (iii) the 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, (iv) to the extent unforeseen cash needs arise, the ability to obtain financing on favorable terms, (v) to the extent IMS Health seeks growth through acquisitions and joint ventures, the ability to identify, consummate and integrate acquisitions and joint ventures on satisfactory terms, (vi) the ability to develop new or advanced technologies and systems for its businesses on time and on a cost-effective basis, (vii) deterioration in economic conditions, particularly in the pharmaceutical, healthcare or other industries in which IMS Health’s customers operate, and (viii) uncertainties associated with completion of IMS Health’s restructuring plans and the impact of the restructuring activities on IMS Health’s business and financial results, including the timing of the activities and the associated costs and the ability to achieve projected cost savings. Additional information on factors that may affect the business and financial results of the company can be found in the filings of the company made from time to time with the Securities and Exchange Commission.

IMS Health undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed merger of IMS Health Incorporated (the “Company”) with Healthcare Technology Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Healthcare Technology Holdings, Inc., a Delaware corporation, (the “Merger”), the Company will prepare a proxy statement to be filed with the SEC.  When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of the Company.  BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.  The Company’s stockholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov.  The Company’s stockholders will also be able to obtain, without

charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to IMS Health Incorporated, 901 Main Avenue, Norwalk, Connecticut 06851, telephone: (203) 845-5200, or from the Company’s website, http://www.imshealth.com.

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the Merger.  Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2009 Annual Meeting of Stockholders, which was filed with the SEC on March 27, 2009.  Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the Merger, which may be different than those of the Company’s stockholders generally, by reading the proxy statement and other relevant documents regarding the Merger, when filed with the SEC.