UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 17, 2014
IMS Health Holdings, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-36381 | | 27-1335689 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
83 Wooster Heights Road
Danbury, CT 06810
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (203) 448-4600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Agreement. |
Master Acquisition Agreement
As previously disclosed, on June 24, 2014, IMS Health Incorporated (the “Company”), a Delaware corporation and a wholly-owned subsidiary of IMS Health Holdings, Inc. (the “Registrant”), entered into a Put Option Agreement, dated June 24, 2014 (the “Put Option Agreement”), with Cegedim SA, a société anonyme organized under the laws of France (the “Seller”). The Put Option Agreement, together with a Master Acquisition Agreement (the “Master Acquisition Agreement”), sets forth the terms of a binding exclusive offer from the Company to the Seller to acquire certain of the Seller’s information solutions and Customer Relationship Management businesses. On October 17, 2014, the Seller accepted the offer and the parties entered into the Master Acquisition Agreement. Consummation of the transaction is subject to customary closing conditions, including merger clearance in all relevant jurisdictions, and is expected to close in early 2015. A copy of the Master Acquisition Agreement was previously filed with the Put Option Agreement as Exhibit 10.1 to the quarterly report on Form 10-Q for the period ended June 30, 2014.
1. Press Release
On October 17, 2014, the Registrant issued a press release announcing the Company’s intention to acquire certain of the Seller’s information solutions and Customer Relationship Management businesses.
A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) The exhibits incorporated herein by reference or filed as part of this report are set forth in the attached Exhibit Index.
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Press Release issued by IMS Health Holdings, Inc., dated October 17, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | IMS Health Holdings, Inc.
(Registrant) |
| | | |
Date: October 17, 2014 | | | | By: | | /s/ Ronald E. Bruehlman |
| | | | | | Name: Ronald E. Bruehlman |
| | | | | | Title: Senior Vice President and Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Press Release issued by IMS Health Holdings, Inc., dated October 17, 2014. |
