0000899243-16-019919.txt : 20160513 0000899243-16-019919.hdr.sgml : 20160513 20160513162321 ACCESSION NUMBER: 0000899243-16-019919 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160503 FILED AS OF DATE: 20160513 DATE AS OF CHANGE: 20160513 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Quintiles Transnational Holdings Inc. CENTRAL INDEX KEY: 0001478242 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 271341991 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4820 EMPEROR BLVD. CITY: DURHAM STATE: NC ZIP: 27703 BUSINESS PHONE: 919-998-2000 MAIL ADDRESS: STREET 1: 4820 EMPEROR BLVD. CITY: DURHAM STATE: NC ZIP: 27703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IMS Health Holdings, Inc. CENTRAL INDEX KEY: 0001595262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35907 FILM NUMBER: 161648701 BUSINESS ADDRESS: STREET 1: 83 WOOSTER HEIGHTS ROAD CITY: DANBURY STATE: CT ZIP: 06810 BUSINESS PHONE: 203-448-4600 MAIL ADDRESS: STREET 1: 83 WOOSTER HEIGHTS ROAD CITY: DANBURY STATE: CT ZIP: 06810 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-05-03 0 0001478242 Quintiles Transnational Holdings Inc. Q 0001595262 IMS Health Holdings, Inc. 83 WOOSTER HEIGHTS ROAD DANBURY CT 06810 0 0 1 0 Common Stock, par value $0.01 per share 0 I See Footnotes IMS Health Holdings Inc. ("IMS Health") may be deemed to have beneficial ownership of 29,881,714 shares of common stock, par value $0.01 per share of the Issuer (the "Shares") held by Dr. Dennis B. Gillings, CBE, and certain affiliates of Bain Capital Investors, LLC and TPG Global, LLC (each of the foregoing, a "Shareholder" and together, the "Shareholders") as a result of entering into Voting Agreements (the "Voting Agreements"), dated as of May 3, 2016, with each Shareholder. Pursuant to the Voting Agreements, each Shareholder agreed to support the transactions contemplated by the Merger Agreement (the "Transactions"), including the Merger, by voting all Shares over which such Shareholder has voting power in favor of the Transactions. Each Shareholder also agreed not to enter into any voting agreement or voting trust or grant a proxy which is inconsistent with its obligations to vote in favor of the Transactions. (Continued from Footnote 1) Each Shareholder also agreed to certain transfer restrictions with respect to the Shares held by such Shareholder. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by IMS Health that it is the beneficial owner of the Shares referred to herein and such beneficial ownership is expressly denied. On May 3, 2016, IMS Health and the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which IMS Health will be merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger. IMS Health does not have any pecuniary interest in any of the Shares. /s/ Harvey A. Ashman, Senior Vice President, General Counsel and External Affairs 2016-05-13