Cognizant Corporation Spin-off Consolidates its Leadership In Sales Management
and Market Research Services
WESTPORT, Conn., March 23 /PRNewswire/ -- Cognizant Corporation
(NYSE: CZT) and Pharmaceutical Marketing Services Inc. (Nasdaq: PMRX) today
jointly announced the signing of a definitive agreement for IMS HEALTH to
acquire PMSI. IMS HEALTH is the premier global provider of information
solutions to the pharmaceutical and healthcare industries, with more than
$1 billion in 1997 revenue.
"PMSI strengthens the core IMS business," said Victoria R. Fash, president
and chief operating officer of IMS HEALTH. "Pharmaceutical industry mergers,
competition, and government cost-containment are driving unprecedented demand
for our customers to increase productivity. The IMS value proposition is to
offer decision support information and business insight designed to enhance
customer sales and marketing. PMSI augments our physician targeting
capabilities in Europe, and enhances global market research through Scott-
Levin."
Under terms of the agreement, PMSI shareholders will receive .2800 shares
of Cognizant common stock per PMSI share, or a consideration of $180 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. PMSI currently has approximately 12.4 million shares
outstanding.
The transaction has been independently authorized by the Cognizant and
PMSI boards of directors, and is subject to approval by PMSI 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. The transaction is designed to allow IMS HEALTH shares
to be substituted for Cognizant shares on an economic equivalent basis if the
spin-off of IMS HEALTH from Cognizant occurs prior to closing.
New York-based PMSI had ongoing information services revenue of
$62 million for its fiscal year ended June 30, 1997, and employs approximately
500 professionals in nine countries. PMSI was established in 1991 and
provides a range of information services to pharmaceutical and healthcare
companies in the U.S., Europe and Japan. On Dec. 15, 1997, PMSI completed the
acquisition of Source Europe, a business delivering prescription database
services in five European countries. Scott-Levin, PMSI's U.S. subsidiary,
provides market research and managed care audits, as well as strategic
consulting, to pharmaceutical companies in the U.S. PMSI is the international
leader in physician profiling database services, with its Scriptrac(TM)
service offered in Europe and Japan.
"We believe this is the best way of building our shareholder value," said
Dennis M. J. Turner, PMSI's chief executive officer. "Our international
physician profiling service, European prescription drug database services,
managed care services and strategic studies will further expand the IMS HEALTH
product and service portfolio. The resulting combined business will provide
high-quality services to our customers and will have greater reach throughout
the world."
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 PMSI 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 Jeremy Walsh of PMSI, 44-181-614-3210
CNOC: http://www.prnewswire.com or fax, 800-758-5804, ext.
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