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 issued the following press release on
January 7, 2002.
[COGNIZANT LOGO]
NEWS
FOR IMMEDIATE RELEASE
Contacts:
Brian Maddox/Scot Hoffman
Cognizant Comms. (c/o FD Morgen-Walke)
(212) 850-5600
Gordon Coburn
Cognizant Chief Financial Officer
(201) 678-2712
COGNIZANT TECHNOLOGY SOLUTIONS ENTERS INTO DISTRIBUTION
AGREEMENT WITH IMS HEALTH IN CONNECTION WITH EXCHANGE OFFER
TEANECK, NJ, January 7, 2003 - Cognizant Technology Solutions Corporation
(NASDAQ:CTSH) today entered into a distribution agreement with IMS Health
Incorporated (NYSE:RX) in connection with IMS Health's previously announced
exchange offer in which IMS Health will be offering to exchange its shares of
Class B common stock of Cognizant for shares of outstanding IMS Health common
stock. The distribution agreement contains certain agreements and obligations on
the part of IMS Health and Cognizant in connection with the exchange offer.
Pursuant to the distribution agreement, and following approval by the Cognizant
board of directors, IMS Health approved amendments to the certificate of
incorporation of Cognizant to become effective following the completion of the
exchange offer. Cognizant's board of directors also approved amendments to its
by-laws to become effective upon completion of the exchange offer. A description
of these amendments can be found in a preliminary information statement filed by
Cognizant today with the Securities and Exchange Commission. Cognizant expects
to file the distribution agreement later this week in an amendment to its
registration statement already on file in connection with the exchange offer.
IMS Health announced earlier today that it expected to provide details of the
exchange offer, including the exchange ratio and minimum tender condition, later
this week.
IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER
Investors are urged to read the documents that IMS Health and Cognizant have
filed and will file with the SEC in connection with the exchange offer. These
documents contain important information about the two companies, the terms and
conditions of the exchange offer and the potential effects of the exchange offer
on the companies and their stockholders. They can be accessed online at the
SEC's website (www.sec.gov), as well as on the IMS Health and Cognizant
websites. Copies also are available by request from Cognizant Investor Relations
at the phone numbers listed in this press release.
ABOUT COGNIZANT TECHNOLOGY SOLUTIONS
Cognizant 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.
ABOUT IMS HEALTH
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
Health 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.
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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, NO ASSURANCE CAN BE GIVEN 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 FOR IMS HEALTH 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, (VI) DETERIORATION IN ECONOMIC CONDITIONS,
PARTICULARLY IN THE PHARMACEUTICAL, HEALTHCARE OR OTHER INDUSTRIES IN WHICH IMS
HEALTH'S CUSTOMERS OPERATE, AND (VII) UNCERTAINTIES REGARDING THE SATISFACTION
OR WAIVER OF THE CONDITIONS TO THE EXCHANGE OFFER AND THE EFFECTS ON THE
EXCHANGE OFFER (AS WELL AS THE EFFECTS ON THE TWO COMPANIES AND ON TENDERING
STOCKHOLDERS) OF MARKET CONDITIONS, ECONOMIC CONDITIONS, TAX TREATMENT,
REGULATORY AND LEGAL REQUIREMENTS AND THE RESULTS OF NEGOTIATIONS BETWEEN
COGNIZANT AND IMS HEALTH. 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; (XV) UNCERTAINTIES AND RISKS DESCRIBED IN COGNIZANT'S
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE EXCHANGE
OFFER REGISTRATION STATEMENT AND (XVI) UNCERTAINTIES REGARDING THE SATISFACTION
OR WAIVER OF THE CONDITIONS TO THE EXCHANGE OFFER AND THE EFFECTS ON THE
EXCHANGE OFFER (AS WELL AS THE EFFECTS ON THE TWO COMPANIES AND ON TENDERING
STOCKHOLDERS) OF MARKET CONDITIONS, ECONOMIC CONDITIONS, TAX TREATMENT, AND
REGULATORY AND LEGAL REQUIREMENTS. 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.