Shares Outstanding Projected at June 30, 1998
WESTPORT, Conn., June 23 /PRNewswire/ -- Cognizant Corporation, which will
become two independent companies with the spin-off of IMS HEALTH on July 1,
1998, today announced the projected capital structures of IMS HEALTH and
Cognizant's successor company, Nielsen Media Research.
IMS HEALTH
IMS HEALTH, the world's leading provider of information solutions to the
pharmaceutical and healthcare industries, generated more than $1 billion in
1997 revenue and operates in over 90 countries.
IMS HEALTH
Projected Capital Structure*
Cash $ 640 million
Non-Cash Assets $1,200 million
Minority Interest Financing $ 100 million
Shareholders' Equity $1,010 to $1,060 million
*The information presented above may vary depending on operating
performance and other factors at the time of the spin-off.
"IMS HEALTH's balance sheet is strong and liquid, with excellent cash flow
from operations," said Victoria R. Fash, IMS HEALTH president and chief
operating officer. "Capital allocation priorities include investment in new
products to sustain core business growth, and a major stock repurchase planned
in the second half of 1998."
Nielsen Media Research
With revenue of $359 million in 1997, Nielsen Media Research is the
leading source of television audience measurement services in the U.S. and
Canada.
Nielsen Media Research
Projected Capital Structure*
Cash $ 15 million
Non-Cash Assets $210 million
Debt $300 million
Shareholders' Equity ($175 to $185 million)
*The information presented above may vary depending on operating
performance and other factors at the time of the spin-off.
Prior to the spin-off, Nielsen Media Research will borrow $300 million
against a new bank facility, transferring the cash to IMS HEALTH to settle
inter-company loans. Nielsen Media's credit facility has been rated
"investment grade" by Moody's and by Standard & Poor's.
"I am confident that Nielsen Media Research's strong cash flow will enable
us to service the debt and, at the same time, fund the rapid deployment of new
digital technology in our core audience measurement business," said John A.
Dimling, president and chief executive officer of Nielsen Media Research. "We
are uniquely positioned to provide essential information to the increasingly
diverse electronic media marketplace."
Projected Shares Outstanding
Average basic shares outstanding for Cognizant, IMS HEALTH and Nielsen
Media Research are projected to total 163 million for the six months ending
June 30, 1998. Actual basic shares outstanding at June 30, 1998 are estimated
to be 166.5 million. The number of shares include the impact of approximately
3.2 million Cognizant shares which will be issued to acquire Walsh
International, a transaction expected to close on June 24, 1998.
Consistent with generally accepted accounting principles, the conversion
of existing Cognizant employee stock options to IMS HEALTH and Nielsen Media
Research options is based on the following formula:
Average fair market value of Cognizant shares for five trading days before
spin-off
divided by
Average fair market value of the newly traded shares for five trading days
after spin-off
Based on an assumed trading range of share prices, IMS HEALTH estimates
that post-spin employee stock options will total approximately 18 million
options outstanding. Post-spin stock options held by Nielsen Media Research
employees are estimated at 35-to-40 million options outstanding.
Projected diluted shares outstanding reflect the impact of employee stock
option grants. IMS HEALTH estimates diluted shares outstanding at
July 1, 1998 will total approximately 169 million shares, resulting in initial
dilution of 3-to-4 percent. Nielsen Media Research projects diluted shares
outstanding at July 1, 1998 of 170-to-175 million shares, resulting in
approximately 4-to-5 percent initial dilution. No new stock options will be
issued by IMS HEALTH or Nielsen Media Research at the time of the spin-off.
IMS HEALTH
IMS HEALTH (NYSE: RX) is the world's leading provider of information
solutions to the pharmaceutical and healthcare industries. With more than
$1 billion in 1997 revenue, IMS HEALTH operates in over 90 countries. IMS
HEALTH is the largest pharmaceutical manufacturer information partner, with
over 40 years' experience in the industry. Key products and services integral
to customer day-to-day operations include: market research for prescription
and over-the-counter pharmaceutical products; sales management information to
optimize sales force productivity; technology enabled selling solutions for
sales and marketing decision-making; and technology systems and information
services that support managed care organizations.
Nielsen Media Research
Nielsen Media Research (NYSE: NMR), the leading source of television
audience measurement services, generated revenue of more than $350 million in
1997. Its National People Meter Service provides audience estimates for all
national programming sources, including broadcast networks, cable networks,
and national syndicators. Local ratings services estimate audiences for each
of 211 television markets in the U.S., including electronic metered service in
40 markets.
Additional information is available at Cognizant's web site:
http://www.cognizantcorp.com.
This press release includes statements which may constitute forward-
looking statements made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Although Cognizant believes the
expectations contained in such 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 Cognizant to differ materially from the forward-looking statements.
Factors which could cause or contribute to such differences include, but are
not limited to (i) changes in the prices at which Cognizant, IMS HEALTH and
Nielsen Media Research common stock trade in the periods before and after the
spin-off of IMS HEALTH, which may affect the statements related to possible
dilution, (ii) 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, (iii) the extent in
which Cognizant, IMS HEALTH or Nielsen Media Research seeks growth through
acquisitions, and the ability to identify and consummate acquisitions on
satisfactory terms, (iv) the ability to develop new or advanced technologies
and systems for their businesses on a cost-effective basis, (v) competition in
the market for audience measurement services, (vi) regulatory and legislative
initiatives, particularly in the area of medical privacy, (vii) deterioration
in economic conditions, particularly in the pharmaceutical, healthcare, media,
information technology or other industries in which Cognizant's customers
operate, (viii) the lack of an established trading market for the IMS HEALTH
common stock and the effect of the spin-off on the depth and liquidity of the
market for Nielsen Media Research common stock, and (ix) actual operating
results of Cognizant, IMS HEALTH and Nielsen Media Research from
January 1, 1998 through the spin-off.
SOURCE Cognizant Corporation
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CONTACT:
Joseph C. Allen of Cognizant, 203-222-4235
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