Filed by: Cognizant Technology Solutions Corporation
Filing under Rule 425 under the Securities Act of 1933
Subject Company: Cognizant Technology Solutions Corporation
Subject Company's Commission File No: 000-24429
Cognizant Technology Solutions Corporation and IMS Health Incorporated jointly
issued the following press release on February 12, 2003
[IMS LOGO] [COGNIZANT TECHNOLOGY
SOLUTIONS CORPORATION LOGO]
NEWS
FOR IMMEDIATE RELEASE
Contacts:
Michael Gury Brian Maddox/Scot Hoffman
IMS Communications Cognizant Comms. (c/o FD Morgen-Walke)
(203) 319-4730 (212) 850-5600
Darcie Peck Gordon Coburn
IMS Investor Relations Cognizant Chief Financial Officer
(203) 319-4766 (201) 678-2712
IMS, COGNIZANT TECHNOLOGY SOLUTIONS ANNOUNCE FINAL PRORATION FACTOR IN
EXCHANGE OFFER
FAIRFIELD, CT and TEANECK, NJ, February 12, 2003 - IMS Health (NYSE: RX) and
Cognizant Technology Solutions (Nasdaq: CTSH) today announced a final proration
factor of 21.115717 percent for the exchange offer to distribute IMS's majority
interest in Cognizant. The exchange offer, which was oversubscribed, expired at
12 midnight, EST on February 6, 2003. Under terms of the offer, IMS accepted
36,540,129 tendered IMS common shares in exchange for the 11,290,900 Cognizant
common shares that it owned.
Based on the final count by the exchange agent, 172,242,418 shares of IMS common
stock were tendered for exchange, including 215,417 shares held by eligible
"odd- lot" holders. Because the offer was oversubscribed, IMS accepted tendered
shares on a pro-rata basis in proportion to the number of shares tendered, based
on the 21.115717 percent proration factor. Shareholders who owned an "odd-lot,"
and who tendered all of their shares, were generally not subject to proration.
IMS commenced the exchange offer on January 9, 2003 and offered to exchange
0.309 shares of Cognizant stock for each share of IMS common stock tendered. The
exchange ratio represented a premium of approximately 17 percent on the IMS
share price, based on the closing prices of $16.48 per IMS share and $62.48 per
Cognizant share on February 6 - the date the offer expired.
Certificates for shares of Cognizant common stock, checks in lieu of fractional
Cognizant shares and shares of IMS common stock tendered but not accepted for
exchange will be delivered or mailed on or before February 14, 2003.
IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER
Investors are urged to read the documents that IMS and Cognizant have filed and
will file with the SEC in connection with the exchange offer. These documents
contain important information about the terms and conditions of the exchange
offer and the potential effect of the exchange offer on the companies and their
stockholders. They can be accessed online at the SEC's website
(http://www.sec.gov), as well as in the "Investors" areas on the IMS and
Cognizant websites.
ABOUT IMS
Operating in more than 100 countries, IMS Health is the world's leading provider
of information solutions to the pharmaceutical and healthcare industries. With
$1.3 billion in 2001 revenue and nearly 50 years of industry experience, IMS
offers leading-edge business intelligence products and services that are
integral to clients' day-to-day operations, including marketing effectiveness
solutions for prescription and over-the-counter pharmaceutical products; sales
optimization solutions to increase pharmaceutical sales force productivity; and
consulting and customized services that turn information into actionable
insights. Additional information is available at http://www.imshealth.com.
ABOUT COGNIZANT TECHNOLOGY SOLUTIONS
Cognizant Technology Solutions Corp. is a leading provider of custom information
technology design, development, integration and maintenance services. Focused on
delivering strategic information technology solutions that address the complex
business needs of its clients, Cognizant provides applications management,
development, systems integration and business process outsourcing services
through its onsite/offshore outsourcing model. Cognizant's more than 6,000
employees are committed to partnerships that sustain long-term, proven value for
customers by delivering high-quality, cost-effective solutions through its
development centers in India and Ireland, and onsite client teams. Cognizant
maintains P-CMM and SEI-CMM Level 5 assessments from an independent third-party
assessor and was recently ranked as the top information technology company in
Forbes' 200 Best Small Companies in America and in BusinessWeek's Hot Growth
Companies.
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THIS PRESS RELEASE INCLUDES CERTAIN FORWARD LOOKING STATEMENTS. ALTHOUGH IMS
HEALTH AND COGNIZANT BELIEVE THE EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING
STATEMENTS ARE REASONABLE, THEY CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS
WILL PROVE CORRECT. THIS INFORMATION MAY INVOLVE RISKS AND UNCERTAINTIES THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FORWARD-LOOKING
STATEMENTS. FACTORS WHICH COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES FOR IMS
HEALTH INCLUDE, BUT ARE NOT LIMITED TO (I) 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,
(II) TO THE EXTENT IMS HEALTH SEEKS GROWTH THROUGH ACQUISITIONS AND JOINT
VENTURES, THE ABILITY TO IDENTIFY, CONSUMMATE AND INTEGRATE ACQUISITIONS AND
VENTURES ON SATISFACTORY TERMS, (III) THE ABILITY TO DEVELOP NEW OR ADVANCED
TECHNOLOGIES AND SYSTEMS FOR ITS BUSINESSES ON TIME AND ON A COST-EFFECTIVE
BASIS, AND THE ABILITY TO IMPLEMENT COST-CONTAINMENT MEASURES, (IV) REGULATORY,
LEGISLATIVE AND ENFORCEMENT INITIATIVES, PARTICULARLY IN THE AREAS OF MEDICAL
PRIVACY AND TAX, (V) TO THE EXTENT UNFORESEEN CASH NEEDS ARISE, THE ABILITY TO
OBTAIN FINANCING ON FAVORABLE TERMS, AND (VI) DETERIORATION IN ECONOMIC
CONDITIONS, PARTICULARLY IN THE PHARMACEUTICAL, HEALTHCARE OR OTHER INDUSTRIES
IN WHICH IMS HEALTH'S CUSTOMERS OPERATE.
POTENTIAL RISKS AND UNCERTAINTIES THAT COULD CAUSE OR CONTRIBUTE TO DIFFERENCES
FOR COGNIZANT INCLUDE, BUT ARE NOT LIMITED TO: (I) THE SIGNIFICANT FLUCTUATIONS
OF COGNIZANT'S QUARTERLY OPERATING RESULTS CAUSED BY A VARIETY OF FACTORS, MANY
OF WHICH ARE NOT WITHIN COGNIZANT'S CONTROL, INCLUDING (A) THE NUMBER, TIMING,
SCOPE AND CONTRACTUAL TERMS OF APPLICATION DESIGN, DEVELOPMENT AND MAINTENANCE
PROJECTS, (B) DELAYS IN THE PERFORMANCE OF PROJECTS, (C) THE ACCURACY OF
ESTIMATES OF COSTS, RESOURCES AND TIME TO COMPLETE PROJECTS, (D) SEASONAL
PATTERNS OF COGNIZANT'S SERVICES REQUIRED BY CUSTOMERS, (E) LEVELS OF MARKET
ACCEPTANCE FOR COGNIZANT'S SERVICES, (F) POTENTIAL ADVERSE IMPACTS OF NEW TAX
LEGISLATION, AND (G) THE HIRING OF ADDITIONAL STAFF; (II) CHANGES IN COGNIZANT'S
BILLING AND EMPLOYEE UTILIZATION RATES; (III) COGNIZANT'S ABILITY TO MANAGE ITS
GROWTH EFFECTIVELY, WHICH WILL REQUIRE COGNIZANT (A) TO INCREASE THE NUMBER OF
ITS PERSONNEL, PARTICULARLY SKILLED TECHNICAL, MARKETING AND MANAGEMENT
PERSONNEL, (B) TO FIND SUITABLE ACQUISITION CANDIDATES TO SUPPORT GEOGRAPHIC
EXPANSION, AND (C) TO CONTINUE TO DEVELOP AND IMPROVE ITS OPERATIONAL,
FINANCIAL, COMMUNICATIONS AND OTHER INTERNAL SYSTEMS, IN THE UNITED STATES,
INDIA AND EUROPE; (IV) COGNIZANT'S LIMITED OPERATING HISTORY WITH UNAFFILIATED
CUSTOMERS; (V) COGNIZANT'S RELIANCE ON KEY CUSTOMERS AND LARGE PROJECTS; (VI)
THE HIGHLY COMPETITIVE NATURE OF THE MARKETS FOR COGNIZANT'S SERVICES; (VII)
COGNIZANT'S ABILITY TO SUCCESSFULLY ADDRESS THE CONTINUING CHANGES IN
INFORMATION TECHNOLOGY, EVOLVING INDUSTRY STANDARDS AND CHANGING CUSTOMER
OBJECTIVES AND PREFERENCES; (VIII) COGNIZANT'S RELIANCE ON THE CONTINUED
SERVICES OF ITS KEY EXECUTIVE OFFICERS AND LEADING TECHNICAL PERSONNEL; (IX)
COGNIZANT'S ABILITY TO ATTRACT AND RETAIN A SUFFICIENT NUMBER OF HIGHLY SKILLED
EMPLOYEES IN THE FUTURE; (X) COGNIZANT'S ABILITY TO PROTECT ITS INTELLECTUAL
PROPERTY RIGHTS; (XI) THE CONCENTRATION OF COGNIZANT'S OPERATIONS IN INDIA AND
THE RELATED GEO-POLITICAL RISKS OF LOCAL AND CROSS-BORDER CONFLICTS; (XII)
TERRORIST ACTIVITY, THE THREAT OF TERRORIST ACTIVITY, AND RESPONSES TO AND
RESULTS OF TERRORIST ACTIVITY AND THREATS, INCLUDING, BUT NOT LIMITED TO,
EFFECTS, DOMESTICALLY AND/OR INTERNATIONALLY, ON COGNIZANT, ITS PERSONNEL AND
FACILITIES, ITS CUSTOMERS AND SUPPLIERS, FINANCIAL MARKETS AND GENERAL ECONOMIC
CONDITIONS; (XIII) THE EFFECTS, DOMESTICALLY AND/OR INTERNATIONALLY, ON
COGNIZANT, ITS PERSONNEL AND FACILITIES, ITS CUSTOMERS AND SUPPLIERS, FINANCIAL
MARKETS AND GENERAL ECONOMIC CONDITIONS ARISING FROM HOSTILITIES INVOLVING THE
UNITED STATES IN IRAQ OR ELSEWHERE; (XIV)GENERAL ECONOMIC CONDITIONS; AND (XV)
UNCERTAINTIES AND RISKS DESCRIBED IN COGNIZANT'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION, INCLUDING THE EXCHANGE OFFER REGISTRATION STATEMENT.
SUCH FORWARD-LOOKING STATEMENTS INCLUDE RISKS AND UNCERTAINTIES; CONSEQUENTLY,
ACTUAL TRANSACTIONS AND RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR
IMPLIED THEREBY. ADDITIONAL INFORMATION ON FACTORS THAT MAY AFFECT THE BUSINESS
AND FINANCIAL RESULTS OF THE COMPANIES CAN BE FOUND IN FILINGS OF THE COMPANIES
MADE FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION.