Cognizant Corporation Spin-off Creates Global Leader in Pharmaceutical Sales
Force Automation Market Through Merger With Sales Technologies
WESTPORT, Conn., March 23 /PRNewswire/ -- Cognizant Corporation
(NYSE: CZT) and Walsh International Inc. (Nasdaq: WSHI) today jointly
announced the signing of a definitive agreement for IMS HEALTH to acquire
Walsh. IMS HEALTH is the premier global provider of information solutions to
the pharmaceutical and healthcare industries, with more than $1 billion in
1997 revenue.
"IMS HEALTH's Sales Technologies and Walsh International are a perfect fit
strategically," said Victoria R. Fash, president and chief operating officer
of IMS HEALTH. "Together they are instantly the global market leader in sales
force automation solutions, focused solely on the pharmaceutical industry. By
merging Sales Technologies' leading position in the U.S. with Walsh's
established presence in Europe and Asia Pacific, we offer unmatched worldwide
coverage."
Under terms of the agreement, Walsh shareholders will receive .3041 shares
of Cognizant common stock per Walsh share, or a consideration of $167 million.
The number of Cognizant shares received is subject to a collar adjustment
based on the price of Cognizant shares during a period prior to the closing of
the transaction. Walsh has approximately 10.6 million shares outstanding.
The transaction been independently authorized by the Cognizant and Walsh
boards of directors, and is subject to approval by Walsh shareholders. The
acquisition will be accounted for under purchase accounting, is expected to be
tax-free, and is projected to close in the second quarter of 1998, subject to
regulatory approval.
"IMS's extensive global coverage and reputation within the pharmaceutical
industry provide tremendous advantages in driving revenue growth from our lead
products, Premiere(TM) and Precise(TM)," said Michael Hauck, Walsh chief
executive officer. "Sales Technologies' Cornerstone(TM) complements our
technology while our Pharbase medical professional databases further
strengthen the IMS HEALTH data services. The entire management team is
enthusiastic about becoming part of IMS HEALTH."
Based in Newtown, PA, Walsh International generated revenue of $54 million
in its fiscal year ended June 30, 1997, and employs approximately
500 professionals in 14 countries. Walsh, established in 1988, is a market
leader in sales force automation systems which assist pharmaceutical and other
healthcare companies in the efficient management of their sales and marketing
organizations. Walsh's services include advanced electronic territory
management systems, strategic sales and marketing management information
systems and comprehensive data management services. The company's integrated
technology, data and services are used by more than 500 pharmaceutical sales
forces in 85 healthcare companies in over 30 countries.
"Sales Technologies and Walsh International are committed to providing
leading-edge electronic territory management solutions to our customers," said
Ronald Brown, who has been named chief executive officer of Sales
Technologies/Walsh, the newly formed division of IMS HEALTH. "We plan to
market, support, and develop both product lines going forward, while offering
a longer-term migration path. A competitive advantage for customers is an
accelerated investment in R&D enabled by this transaction, designed to bring
the next generation of technology to market faster."
IMS HEALTH is the world's leading provider of information solutions to the
pharmaceutical and healthcare industries. Pharmaceutical sales, prescription
and market data and analysis are offered, along with decision support systems
that facilitate the advancement of world health. IMS HEALTH operates in more
than 90 countries, and its businesses include: IMS, the leading global
provider of sales management and market research information to pharmaceutical
companies; Erisco, a provider of software-based administrative and analytical
solutions to the healthcare industry; Cognizant Technology Solutions, an
outsourcer of software applications and development services; and Enterprises,
the company's venture capital unit, focused on investments in emerging
healthcare businesses. IMS HEALTH is also the largest shareholder of
GartnerGroup (Nasdaq: GART), the premier provider of research and advisory
services to the information technology industry.
IMS HEALTH is currently a unit of Cognizant Corporation (NYSE: CZT). On
Jan. 15, 1998, Cognizant announced plans to become two independent public
companies by mid-1998: IMS HEALTH and Nielsen Media Research. Additional
information is available at Cognizant's Website: 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, IMS HEALTH, or Walsh International to differ materially
from the forward-looking statements. Factors which could cause or contribute
to such differences 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) the ability to develop new or advanced
technologies and systems for their businesses on a cost-effective basis,
(iii) the ability to successfully achieve estimated effective tax rates and
corporate overhead levels, (iv) regulatory and legislative initiatives,
particularly in the area of medical privacy, (v) deterioration in economic
conditions, particularly in the pharmaceutical, healthcare, information
technology or other industries in which their customers operate,
(vi) conditions in the securities markets which may affect the value or
liquidity of portfolio investments, and (vii) other factors detailed in
Cognizant's SEC filings.
SOURCE Cognizant Corporation
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Related links:
http://www.cognizantcorp.com
CONTACT:
Joseph C. Allen of Cognizant Corporation,
203-222-4235; or Martyn Williams of Walsh International,
44-1372-389-300
CNOC: http://www.prnewswire.com or fax, 800-758-5804, ext.
115785
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