IMS HEALTH INCORPORATED
OFFER TO EXCHANGE 0.309 SHARES OF COGNIZANT TECHNOLOGY
SOLUTIONS CORPORATION CLASS B COMMON STOCK FOR
EACH SHARE OF IMS HEALTH INCORPORATED COMMON STOCK
UP TO AN AGGREGATE OF 36,540,129 SHARES OF
IMS HEALTH COMMON STOCK
PARTICIPATION INSTRUCTIONS
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IN THIS BOOKLET YOU WILL FIND THE FOLLOWING INFORMATION:
Checklist and Instructions for Participation in the Exchange
Offer..................................................... 1
Instructions for Completing the Letter of Transmittal....... 3
Other Important Information About the Exchange Offer........ 7
Certain Matters Relating to Foreign Jurisdictions........... 8
Questions and Answers About the Exchange Offer.............. 9
Delivery Instructions....................................... 10
Back-up Withholding; Substitute Form W-9; Forms W-8......... 10
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I. CHECKLIST AND INSTRUCTIONS FOR PARTICIPATION IN THE
EXCHANGE OFFER
(1) CHECK CONTENTS OF THE PACKAGE: Before proceeding, please ensure that this
package contains the following materials:
- Letter to stockholders from David M. Thomas, Chairman and Chief Executive
Officer of IMS Health Incorporated.
- Letter of Transmittal pre-printed with your account number and number of
shares of IMS Health common stock held in certificated form and on the
account books maintained by the book-entry transfer facility, The
Depository Trust Company, if your shares of IMS Health are registered in
your name, which includes a substitute W-9 (printed on yellow paper).
- Offering Circular-Prospectus, dated January 9, 2003.
- Return envelope.
(2) REVIEW MATERIALS CAREFULLY BEFORE DECIDING TO PARTICIPATE: Please review
all enclosed materials carefully before deciding to participate in the
exchange offer. If your shares of IMS Health common stock are registered in
your name and you decide to participate, you must continue with instructions
3, 4 and 5 below. If your shares of IMS Health common stock are held for you
by your broker, dealer, bank or trust company and you decide to participate,
you must contact such person and instruct them to tender your shares on your
behalf. If you are an employee of IMS Health and you hold shares of IMS
Health common stock in the IMS Health Savings Plan you should receive a Form
of Election and Instructions on how to complete the Form of Election to
tender your shares. If you hold shares of IMS Health common stock in the IMS
Health Savings Plan, you do not need to proceed with instructions 3, 4 and 5
below to tender your shares.
(3) COMPLETE THE LETTER OF TRANSMITTAL: You must do the following to properly
complete the Letter of Transmittal:
- Read these Participation Instructions.
- Complete Section II of the Letter of Transmittal to indicate the number
of shares of IMS Health common stock you wish to tender in the exchange
offer.
- Read the representations on the back side of the Letter of Transmittal.
- Complete Section III of the Letter of Transmittal.
- Some portions of the Letter of Transmittal should only be completed if
applicable:
-- If you cannot deliver your certificate(s) to the exchange agent before
the expiration date of the exchange offer, a broker must guarantee
delivery of your shares of IMS Health common stock and you must
complete Section II.A.(ii) of the Letter of Transmittal to indicate
that your certificates will be delivered using guaranteed delivery
procedures. The broker must submit a separate document entitled "Notice
of Guaranteed Delivery."
-- If your shares of IMS Health common stock are: (1) registered in your
former name; (2) registered in the name of or held jointly with a
person who is deceased; (3) registered in the name of a former minor;
or (4) registered in the name of a custodial account for the benefit of
a former minor, you must complete Section IV of the Letter of
Transmittal entitled "Special Transfer Instructions" and obtain a
medallion signature guarantee for your signature in Section III.
(4) COMPLETE THE APPLICABLE SUBSTITUTE W-9 (U.S. STOCKHOLDERS) OR AN APPROPRIATE
FORM W-8 (NON-U.S. STOCKHOLDERS): All IMS Health stockholders tendering
shares of IMS Health common stock in the exchange offer must verify that the
Social Security number printed on the Letter of Transmittal is correct by
completing a Substitute Form W-9 or an appropriate Form W-8, as described in
the section of the Participation Instructions entitled "Backup Withholding;
Substitute Form W-9; Forms W-8". If you are a non-U.S. stockholder, you must
obtain an appropriate Form W-8 from your advisor or the exchange agent as
described in the section of the Participation Instructions entitled "Back-up
Withholding; Substitute Form W-9; Forms W-8". If you completed Section IV
entitled "Special Transfer Instructions," the Substitute Form W-9 or an
appropriate Form W-8 must be completed by the new owner.
(5) MAIL IMS HEALTH SHARE CERTIFICATES, THE SIGNED LETTER OF TRANSMITTAL AND ANY
OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL TO THE EXCHANGE
AGENT: Send the Letter of Transmittal together with your certificate(s)
representing shares of IMS Health common stock, if applicable, and all other
documents required by the Letter of Transmittal and the Instructions thereto
to American Stock Transfer & Trust Company, as exchange agent, at one of the
addresses shown on the Letter of Transmittal. Use of registered mail, return
receipt requested or overnight courier is recommended. Do not fax these
materials.
Additional copies of the enclosed material may be obtained by contacting
the information agent, Georgeson Shareholder Communications Inc., at (866)
203-1913 (toll-free) in the United States or at (212) 440-9800 from elsewhere.
You may also contact the information agent, the exchange agent, American Stock
Transfer & Trust Company or the joint dealer managers for the exchange
offer -- Goldman, Sachs & Co. or Bear, Stearns & Co. Inc. -- at one of the
telephone numbers set forth on the last page of the offering circular-prospectus
if you have any questions pertaining to the exchange offer or need other
assistance in completing the Letter of Transmittal.
IMPORTANT: THE LETTER OF TRANSMITTAL (TOGETHER WITH SHARES OF IMS HEALTH COMMON
STOCK, IF APPLICABLE, AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED ON OR PRIOR TO THE EXPIRATION DATE (AS
DISCUSSED IN THE OFFERING CIRCULAR-PROSPECTUS).
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II. INSTRUCTIONS FOR COMPLETING THE LETTER OF TRANSMITTAL
ALL TENDERS OF SHARES OF IMS HEALTH COMMON STOCK ARE SUBJECT TO THE TERMS OF THE
LETTER OF TRANSMITTAL, THESE PARTICIPATION INSTRUCTIONS AND THE OFFERING
CIRCULAR-PROSPECTUS, DATED JANUARY 9, 2003 WHICH WERE MAILED TO STOCKHOLDERS OF
RECORD AS OF JANUARY 6, 2003.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FEBRUARY 6, 2003, UNLESS IMS HEALTH EXTENDS THE OFFER. THE
EXCHANGE AGENT MUST RECEIVE YOUR LETTER OF TRANSMITTAL AND STOCK CERTIFICATES,
IF APPLICABLE, AND ALL OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL
BEFORE 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FEBRUARY 6, 2003 IF YOU WANT TO
PARTICIPATE IN THE EXCHANGE OFFER.
The Letter of Transmittal is to be completed if (1) certificate(s)
representing shares of IMS Health common stock are to be forwarded along with
the Letter of Transmittal, (2) tenders are to be made by book-entry transfer to
the account maintained by the exchange agent at The Depository Trust Company
unless an agent's message is used, or (3) guaranteed delivery procedures are
being used, according to the procedures contained in the offering
circular-prospectus in the section entitled "The Exchange Offer -- Guaranteed
Delivery Procedure." Delivery of documents to The Depository Trust Company does
not constitute delivery to the exchange agent.
SECTION I. ABOUT YOU AND YOUR SHARES
Section I of the Letter of Transmittal shows the name and address of the
registered holder and the number of shares of IMS Health common stock owned by
you, as reflected on the records of IMS Health at the time of mailing these
instructions. Mark through any incorrect address information that is printed in
this area on the Letter of Transmittal. Clearly print your correct address in
the space beside the printed information.
If you cannot locate your stock certificates representing your shares of
IMS Health common stock (other than shares held on the account books maintained
by the book-entry transfer facility, The Depository Trust Company), and you wish
to tender your shares, please notify the exchange agent in writing. You will
receive an affidavit to complete, and you will be informed of the amount you
need to pay for a surety bond for your lost shares. Only after you complete the
affidavit and surety bond payment and submit a completed Letter of Transmittal,
will your shares be tendered in the exchange offer.
IMPORTANT INFORMATION FOR IMS HEALTH STOCKHOLDERS TENDERING SHARES OF IMS
HEALTH COMMON STOCK WHEN CERTIFICATES ARE NOT IMMEDIATELY AVAILABLE.
If your certificates representing the shares of IMS Health common stock
that you wish to tender are not immediately available or you cannot deliver your
shares of IMS Health common stock and all other documents required by the Letter
of Transmittal and these Participation Instructions to the exchange agent on or
before the expiration date, you must tender your shares of IMS Health common
stock according to the guaranteed delivery procedures set forth in the section
of the offering circular-prospectus entitled "The Exchange Offer -- Guaranteed
Delivery Procedure" and you should check the box in Section II.A. of the Letter
of Transmittal to indicate that you will be tendering through the guaranteed
delivery procedure. Pursuant to such procedure: (1) such tender must be made
through a participant in the Security Transfer Agents Medallion Program, an
"eligible institution;" (2) prior to the expiration date, the exchange agent
must have received from such eligible institution a properly completed and duly
executed Notice of Guaranteed Delivery substantially in the form provided by IMS
Health on the pink paper setting forth the name and address of the holder and
the number of shares of IMS Health common stock tendered, stating that the
tender
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is being made thereby and guaranteeing that, within three New York Stock
Exchange trading days after the date of the execution of the Notice of
Guaranteed Delivery, the certificate(s) representing the shares of IMS Health
common stock accompanied by all other documents required by the Letter of
Transmittal will be deposited by the eligible institution with the exchange
agent; and (3) the certificate(s) representing the shares of IMS Health common
stock tendered by the Letter of Transmittal (or a confirmation of a book-entry
transfer of such shares of IMS Health common stock into the exchange agent's
book-entry account maintained by the book-entry transfer facility, The
Depository Trust Company), together with a properly completed and duly executed
Letter of Transmittal and any required signature guarantees, or an agent's
message in connection with the book-entry transfer, and any other documents
required by the Letter of Transmittal and these Participation Instructions, must
be received by the exchange agent within three New York Stock Exchange trading
days after the date of execution of the Notice of Guaranteed Delivery.
SECTION II. TENDER OF SHARES OF IMS HEALTH COMMON STOCK REGISTERED IN YOUR
NAME.
COMPLETE SECTION II OF THE LETTER OF TRANSMITTAL TO INDICATE THE NUMBER OF
SHARES OF IMS HEALTH COMMON STOCK YOU WISH TO TENDER IN THE EXCHANGE OFFER. If
you are a participant in the IMS Health Savings Plan do not use the Letter of
Transmittal to tender your shares of IMS Health common stock held in such plans.
You will receive separate instructions to tender your shares from the plan
administrator.
A) CERTIFICATED SHARES. If you hold certificates for the shares of IMS Health
common stock listed in Section I of the Letter of Transmittal, you must complete
Section II.A. to tender these shares of IMS Health common stock in the exchange
offer. If you do not wish to tender any of your certificated shares of IMS
Health common stock, you do not need to complete Section II.A. If you elect to
tender any of your certificated shares of IMS Health common stock, you must
deliver original physical stock certificates for all shares of IMS Health common
stock that you wish tendered.
B) BOOK-ENTRY TRANSFER SHARES. If you hold shares of IMS Health common stock on
the accounts of the book-entry transfer facility, The Depository Trust Company,
as set forth in Section I of the Letter of Transmittal, you must complete
Section II.B. to tender these shares of IMS Health common stock in the exchange
offer. If you do not wish to tender any of your shares of IMS Health common
stock on the accounts of The Depository Trust Company, you do not need to
complete Section II.B.
C) ODD-LOTS. If you beneficially own less than 100 shares of IMS Health common
stock and wish to tender all your shares of IMS Health common stock, you must
complete Section II.C. to receive preferential treatment in the exchange offer.
If you beneficially own less than 100 shares of IMS Health common stock, an
"odd-lot," and you tender all of your shares, you will receive preferential
treatment if the exchange offer is oversubscribed and all your shares of IMS
Health common stock tendered will be accepted for exchange. Shares you own in
IMS Health's Savings Plan will not be considered odd-lots and tenders of shares
of IMS Health common stock held in this plan will be subject to proration.
SECTION III. SIGNATURES
If you elected to participate in the exchange offer by completing Sections
II.A. or II.B., you must sign the Letter of Transmittal in Section III. All
individuals named on the stock certificate(s) representing shares of IMS Health
common stock tendered in the exchange offer and delivered to the exchange agent,
and all individuals named on the book-entry account for shares of IMS Health
common stock tendered in the exchange offer, must sign the Letter of
Transmittal. The name of each person signing must exactly match the name(s) on
the stock certificate(s) or on the book-entry account. Please include your
daytime telephone number. IF YOUR NAME HAS CHANGED DUE TO MARRIAGE/DIVORCE, THE
HOLDER OR JOINT HOLDER OF YOUR SHARES OF IMS HEALTH COMMON STOCK IS DECEASED OR
THE SHARES OF IMS HEALTH COMMON STOCK YOU ARE TENDERING ARE REGISTERED IN THE
NAME OF OR FOR THE BENEFIT OF A MINOR, PLEASE REFER TO SECTION IV OF THESE
INSTRUCTIONS FOR ADDITIONAL PROCEDURES REQUIRED TO TENDER YOUR SHARES OF IMS
HEALTH COMMON STOCK. IF YOU COMPLETE SECTION IV OF THE LETTER OF TRANSMITTAL,
YOU MUST HAVE THE SIGNATURE IN SECTION III GUARANTEED BY AN ELIGIBLE
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INSTITUTION, ACCORDING TO THE PROCEDURES CONTAINED IN THE OFFERING
CIRCULAR-PROSPECTUS IN THE SECTION ENTITLED "THE EXCHANGE OFFER -- PROCEDURES
FOR TENDERING SHARES OF IMS HEALTH COMMON STOCK."
If the Letter of Transmittal is signed by the registered holder(s) of the
shares of IMS Health common stock tendered by the Letter of Transmittal, no
endorsements of certificates or separate stock powers are required. If the
Letter of Transmittal or any certificates or stock powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of a
corporation or others acting in a fiduciary or representative capacity, the
person signing must include their full title and must deliver, with the Letter
of Transmittal, proper evidence of authority to exchange the shares of IMS
Health common stock. Proper evidence of authority includes a power of attorney,
a letter of testamentary or a letter of appointment.
SECTION IV. SPECIAL TRANSFER INSTRUCTIONS.
If any of the following applies to shares of IMS Health common stock that
you want to tender in the exchange offer, then please read and comply with these
Instructions:
- the shares of IMS Health common stock that you are tendering are
registered in your former name (because your name has changed due to
marriage/divorce);
- the registered holder or one of the joint holders of the shares of IMS
Health common stock you are tendering is deceased;
- the shares of IMS Health common stock you are tendering are registered in
the name of a former minor who has reached the legal age of majority; or
- the shares of IMS Health common stock you are tendering are registered in
the name of a custodial account for the benefit of a former minor who has
reached the legal age of majority.
If any of these situations applies to you, then (1) print the name(s) and
address of the person(s) who should be recognized as the registered holder of
the shares of IMS Health common stock in the space provided in Section IV, and
(2) refer to the procedures printed below for the requirements needed to make
some of the most frequently requested types of registration changes. These
documents must accompany your IMS Health stock certificate(s), if applicable,
and your Letter of Transmittal.
If you are a trustee, executor, administrator or someone acting on behalf
of a stockholder and your name is not printed on the Letter of Transmittal, you
must include your full title and send us proper evidence of your authority to
exchange the shares. Proper evidence of authority includes a power of attorney,
a letter of testamentary or a letter of appointment.
We will only process those transfers of shares of IMS Health common stock
that legally must be processed in order for those shares of IMS Health common
stock to be tendered in the exchange offer. Any other elective transfers (such
as gifts of shares of IMS Health common stock, transfers for estate planning
purposes, etc.) will be processed by IMS Health's transfer agent and registrar
in accordance with its routine transfer procedures.
NAME CHANGE DUE TO MARRIAGE OR DIVORCE:
1. Obtain a signature guarantee for the stockholder whose name is printed on
the Letter of Transmittal. If the stock certificate lists or the book-entry
account is in the name of joint owners, both owners must sign and have their
signatures guaranteed. Each signature must be guaranteed by an officer of a
commercial bank, trust company, credit union or savings & loan who is a
member of the Securities Transfer Agents Medallion Program (STAMP), or by a
stockbroker who is a member of STAMP. The signature guarantee must be set
forth in Section III of the Letter of Transmittal. THE SIGNATURE OF A NOTARY
PUBLIC IS NOT ACCEPTABLE FOR THIS PURPOSE.
2. Complete the Substitute Form W-9 (for U.S. stockholders) mailed with the
Letter of Transmittal or an appropriate Form W-8, which must be obtained
from your tax advisor or the exchange agent (for non-U.S. stockholders), by
listing the Taxpayer Identification Number (TIN) or Social Security Number
5
(SSN) that is to be used for tax reporting on the new account. The
individual whose TIN or SSN is being used must sign the Substitute Form W-9
or Form W-8, as applicable. Please refer to the section of these
Participation Instructions entitled "Instructions -- Backup Withholding;
Substitute Form W-9; Forms W-8" for more information relating to Substitute
Form W-9 and Forms W-8.
STOCKHOLDER WHOSE NAME IS PRINTED ON THE LETTER OF TRANSMITTAL IS DECEASED. YOU
ARE THE EXECUTOR OR ADMINISTRATOR OF THE ESTATE:
1. Provide a certified (under raised seal) copy of the Court Qualification
(such as a power of attorney, a letter of testamentary or a letter of
appointment) appointing the legal representative (dated within 60 days).
2. Obtain a signature guarantee for the legal representative. The signature
must be guaranteed by an officer of a commercial bank, trust company, credit
union or savings & loan who is a member of the Securities Transfer Agents
Medallion Program (STAMP), or by a stockbroker who is a member of STAMP. The
signature guarantee must be set forth in Section III of the Letter of
Transmittal. THE SIGNATURE OF A NOTARY PUBLIC IS NOT ACCEPTABLE FOR THIS
PURPOSE.
3. Complete the Substitute Form W-9 (for U.S. stockholders) mailed with the
Letter of Transmittal or an appropriate Form W-8, which must be obtained
from your tax advisor or the exchange agent (for non-U.S. stockholders), by
listing the Taxpayer Identification Number (TIN) or Social Security Number
(SSN) that is to be used for tax reporting on the new account. If the
account is being registered in the name of the estate and not to an
individual, a TIN is required. Please refer to the section of these
Participation Instructions entitled "Backup Withholding; Substitute Form
W-9; Forms W-8" for more information relating to Substitute Form W-9 and
Forms W-8.
THE STOCK CERTIFICATE CONTAINS MULTIPLE NAMES OR THE BOOK-ENTRY ACCOUNT IS A
JOINT ACCOUNT AND ONE OF THE STOCKHOLDERS/ACCOUNT HOLDERS IS DECEASED.
TRANSFERRING SHARES TO THE SURVIVOR ONLY:
1. Provide a certified (under raised seal) copy of the death certificate.
2. Survivor's signature (signature guarantee is not necessary in this case).
3. Complete the Substitute Form W-9 (for U.S. stockholders) mailed with the
Letter of Transmittal or an appropriate Form W-8, which must be obtained
from your tax advisor or the exchange agent (for non-U.S. stockholders), by
listing the Taxpayer Identification Number (TIN) or Social Security Number
(SSN) that is to be used for tax reporting on the new account. The
individual whose TIN or SSN is being used must sign the Substitute Form W-9
or Form W-8, as applicable. Please refer to the section of these
Participation Instructions entitled "Backup Withholding; Substitute Form
W-9; Forms W-8" for more information relating to Substitute Form W-9 and
Forms W-8.
THE STOCK CERTIFICATE CONTAINS MULTIPLE NAMES OR THE BOOK-ENTRY ACCOUNT IS A
JOINT ACCOUNT AND ONE OF THE STOCKHOLDERS/ACCOUNT HOLDERS IS DECEASED.
TRANSFERRING SHARES TO THE SURVIVOR, AND ADDING A NAME:
1. Provide a certified (under raised seal) copy of the death certificate.
2. Survivor must obtain a signature guarantee. The signature must be guaranteed
by an officer of a commercial bank, trust company, credit union or savings &
loan who is a member of the Securities Transfer Agents Medallion Program
(STAMP), or by a stockbroker who is a member of STAMP The signature
guarantee must be set forth in Section III of the Letter of Transmittal. THE
SIGNATURE OF A NOTARY PUBLIC IS NOT ACCEPTABLE FOR THIS PURPOSE.
3. Complete the Substitute Form W-9 (for U.S. stockholders) mailed with the
Letter of Transmittal or an appropriate Form W-8, which must be obtained
from your tax advisor or the exchange agent (for non U.S. stockholders), by
listing the Taxpayer Identification Number (TIN) or Social Security Number
(SSN) that is to be used for tax reporting on the new account. The
individual whose TIN or SSN is being used must sign the Substitute Form W-9
or Form W-8, as applicable. Please refer to the section of these
6
Participation Instructions entitled "Backup Withholding; Substitute Form
W-9; Forms W-8" for more information relating to Substitute Form W-9 and
Forms W-8.
THE STOCK CERTIFICATE IS HELD IN A CUSTODIAL ACCOUNT AND THE FORMER MINOR HAS
REACHED THE LEGAL AGE OF MAJORITY:
1. The custodian must obtain a signature guarantee for his or her signature.
The signature must be guaranteed by an officer of a commercial bank, trust
company, credit union or savings & loan who is a member of the Security
Transfer Agents Medallion Program (STAMP), or by a stockbroker who is a
member of STAMP. The signature guarantee must be set forth in Section III of
the Letter of Transmittal. THE SIGNATURE OF A NOTARY PUBLIC IS NOT
ACCEPTABLE FOR THIS PURPOSE.
2. Provide a certified (under raised seal) copy of the birth certificate for
the former minor.
3. Complete the Substitute Form W-9 (for U.S. stockholders) mailed with the
Letter of Transmittal or an appropriate Form W-8, which must be obtained
from your tax advisor or the exchange agent (for non-U.S. stockholders), by
listing the Taxpayer Identification Number (TIN) or Social Security Number
(SSN) that is to be used for tax reporting on the new account. The
individual whose TIN or SSN is being used must sign the Substitute Form W-9.
Please refer to the section of these Participation Instructions entitled
"Backup Withholding; Substitute Form W-9; Forms W-8" for more information
relating to Substitute Form W-9 and Forms W-8.
IF THE REQUEST IS BEING MADE BY THE MINOR WHO HAS REACHED THE LEGAL AGE OF
MAJORITY:
1. The former minor must obtain a signature guarantee. This signature must be
guaranteed by an officer of a commercial bank, trust company, credit union
or savings & loan who is a member, of the Securities Transfer Agents
Medallion Program (STAMP), or by a stockbroker who is a member of STAMP. The
signature guarantee must be set forth in Section III of the Letter of
Transmittal. THE SIGNATURE OF A NOTARY PUBLIC IS NOT ACCEPTABLE FOR THIS
PURPOSE.
2. Complete the Substitute Form W-9 (for U.S. stockholders) mailed with the
Letter of Transmittal or an appropriate Form W-8, which must be obtained
from your tax advisor or the exchange agent (for non-U.S. stockholders), by
listing the Taxpayer Identification Number (TIN) or Social Security Number
(SSN) that is to be used for tax reporting on the new account. The
individual whose TIN or SSN is being used must sign the Substitute Form W-9.
Please refer to the section of these Participation Instructions entitled
"Backup Withholding; Substitute Form W-9; Forms W-8" for more information
relating to Substitute Form W-9 and Forms W-8.
If your circumstances differ from those listed above, please contact the
information agent, Georgeson Shareholder Communications Inc., at (866) 203-1913
(toll-free) in the United States or at (212) 440-9800 from elsewhere. You may
also contact the information agent, the exchange agent, American Stock Transfer
& Trust Company or the joint dealer managers for the exchange offer -- Goldman,
Sachs & Co. or Bear, Stearns & Co. Inc. -- at one of the telephone numbers set
forth on the last page of the offering circular-prospectus if you have any
questions pertaining to the exchange offer or need other assistance in
completing the Letter of Transmittal.
III. OTHER IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER
ALL DISPUTES WILL BE RESOLVED BY IMS HEALTH, IN ITS DISCRETION
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered shares of IMS Health common
stock will be determined by IMS Health, in its sole discretion, and its
determination shall be final and binding on all tendering stockholders. IMS
Health reserves the absolute right to reject any or all tenders of shares of IMS
Health common stock determined by it not to be in proper form or the acceptance
of which may, in the opinion of IMS Health's counsel, be unlawful. IMS Health
also reserves the absolute right to waive any defect or irregularity in any
tender of shares of IMS Health common stock. All
7
tendering stockholders, by execution of the Letter of Transmittal, waive any
right to receive notice of the acceptance of their shares of IMS Health common
stock for exchange.
IMS Health reserves the right to request any additional information from
any record or beneficial owner of shares of IMS Health common stock that IMS
Health in its sole discretion determines to so request including information
with respect to the tax status of any such person or of its partners,
stockholders, beneficiaries, principals or participants or the tax impact to IMS
Health of such person tendering shares of IMS Health common stock.
None of IMS Health, the exchange agent, or any other person shall be under
any duty to give notification of any defect or irregularity in any tender, or
incur any liability for failure to give any such notification. See the section
entitled "IMS Health's Interpretations are Binding" in the offering
circular-prospectus.
IMS HEALTH TO PAY STOCK TRANSFER TAXES FOR EXCHANGE OFFER TENDERS
IMS Health will pay all stock transfer taxes, if any, payable as a result
of the transfer to it of shares of IMS Health common stock tendered, and the
transfer to tendering stockholders of shares of Cognizant class B common stock
pursuant to the exchange offer. If tendered certificates are registered in the
name of any person other than the person signing the Letter of Transmittal for
the reasons described in the Instructions in Section IV, the amount of all stock
transfer taxes, if any (whether imposed on the registered owner or such other
person), payable on account of the transfer to such person must be paid by the
tendering stockholder unless evidence satisfactory to IMS Health of the payment
of such taxes or exemption therefrom is submitted.
Except as noted above, it will not be necessary for transfer tax stamps to
be affixed to the certificate(s) representing shares of IMS Health common stock
listed on the Letter of Transmittal.
MUTILATED, LOST, STOLEN OR DESTROYED IMS HEALTH CERTIFICATES
If any certificate representing shares of IMS Health common stock has been
mutilated, destroyed, lost or stolen, the stockholder must notify the exchange
agent in writing. You will receive an affidavit to complete, and you will be
informed of the amount need to pay for a surety bond for you lost shares. Only
after you complete the affidavit and surety bond payment and submit a completed
Letter of Transmittal, will your shares be tendered in the exchange offer.
IF YOU DESIRE ASSISTANCE OR ADDITIONAL COPIES OF THE OFFERING MATERIALS
Additional copies of the enclosed material may be obtained by contacting
the information agent, Georgeson Shareholder Communications Inc., at (866)
203-1913 (toll-free) in the United States or at (212) 440-9800 from elsewhere.
IV. CERTAIN MATTERS RELATING TO FOREIGN JURISDICTIONS
IMS Health is seeking to conduct the exchange offer in certain foreign
jurisdictions. However, IMS Health is not offering to exchange, and is not
soliciting any offer to exchange, any shares of IMS Health common stock pursuant
to the exchange offer in any jurisdiction in which the offer or exchange would
not be permitted. The offering circular-prospectus and the offering materials
does not constitute an offer to exchange to stockholders located in any
jurisdiction where the exchange offer would not be permitted.
In any jurisdiction where the securities or blue sky laws require the
exchange offer to be made by a licensed broker or dealer, the exchange offer may
be made on our behalf, but only with our prior written consent, by one or more
registered brokers or dealers licensed under the laws of such jurisdiction. For
more information, see the section of the offering circular-prospectus entitled
"The Exchange Offer -- Certain Matters Relating to Foreign Jurisdictions."
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UK INVESTORS
The exchange offer in not a public offer of securities within the meaning
of the Public Offers of Securities Regulations 1995, as amended. The offering
circular-prospectus is communicated to persons which IMS Health reasonably
believes are person falling within Article 43(2)(a) ("members and creditors of
certain bodies corporate") of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2001 (as amended)(all such persons together referred
to as "relevant persons"). The offering circular-prospectus must not be acted on
or relied on by persons who are not relevant persons. The exchange offer to
which the offering circular-prospectus relates is available only to relevant
persons and will be engaged in only with relevant persons.
FRENCH INVESTORS
The offering circular-prospectus has not been prepared in the context of a
public offering of securities in France within the meaning of article L. 411-1
of the Code monetaire et financier and regulations nos. 98-01 and 98-08 of the
Commission des operations de bourse and has therefore not been submitted to the
Commission des operations de bourse for prior approval.
It is made available only to qualified investors and/or to a limited circle
of investors (as defined in article L. 411-2 of the Code monetaire et financier
and in the Decree no. 98-880 of October 1, 1998), on the condition that it shall
not be passed on atop any person nor reproduced, in whole or in part, and that
applicants shall only participate in the exchange offer described in the
offering circular-prospectus for their own account in accordance with the terms
set out by the said decree, and undertake not to transfer, directly or
indirectly, the securities in France other than in compliance with applicable
laws and regulations (articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 of the
Code monetaire et financier).
GERMAN INVESTORS
For the publication of the offering circular-prospectus IMS Health has
further relied upon the exemptions sect. 2 no. 1 and 2 of the German Act on the
Publication of Sales Prospectuses (Verkaufsprospektgesetz) being applicable, as
the offer is made exclusively to institutional investors and to other
stockholders of IMS Health, which constitute a "limited number of persons"
(begrenzter Personenkreis) in the sense of sect. 2 no. 2 of the German Act on
the Publication of Sales Prospectuses."
ITALIAN INVESTORS
The exchange offer (as described in the offering circular-prospectus) does
not constitute a "Public Offer" under Italian law within the meaning of Article
1, 1st Paragraph lett. V) of the Legislative Decree no. 58 of 24 February 1998.
This document is personal to each addressee and does not constitute an
offer to any other person or to the public generally to subscribe for or to
otherwise acquire the Cognizant class B common stock.
Each addressee, by accepting delivery of the offering circular-prospectus
agrees to the foregoing and not to distribute as aforesaid, or make photo copies
of the offering circular-prospectus. Persons into whose possession the offering
circular-prospectus may come are required to IMS Health to inform themselves
about and to observe such restrictions.
V. QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER
SEE PAGE 1 OF THE OFFERING CIRCULAR-PROSPECTUS FOR THE ANSWERS TO VARIOUS
COMMON QUESTIONS YOU MAY HAVE ABOUT THE EXCHANGE OFFER.
9
VI. DELIVERY INSTRUCTIONS
The method of delivery of the Letter of Transmittal, the certificate(s)
representing shares of IMS Health common stock tendered and any other required
documents is at the option and risk of the tendering stockholder. Except as
otherwise provided below, the delivery will be deemed made only when actually
received or confirmed by the exchange agent. If you send certificate(s)
representing shares of IMS Health common stock by mail, we recommend that you
use registered mail, return receipt requested, and allow sufficient time to
ensure timely receipt by the expiration date. Delivery of documents to the
book-entry transfer facility does not constitute delivery to the exchange agent.
DO NOT FAX THE LETTER OF TRANSMITTAL.
No alternative, conditional or contingent tenders will be accepted for
exchange in the exchange offer. All tendering stockholders, by execution of the
Letter of Transmittal, waive any right to receive any notice of the acceptance
of their shares of IMS Health common stock.
The Letter of Transmittal, the certificate(s) representing shares of IMS
Health common stock tendered and any other required documents should be sent to:
AMERICAN STOCK TRANSFER & TRUST COMPANY
<Table>
<Caption>
BY MAIL: BY HAND: BY OVERNIGHT DELIVERY:
AMERICAN STOCK TRANSFER & AMERICAN STOCK TRANSFER & AMERICAN STOCK TRANSFER &
TRUST COMPANY TRUST COMPANY TRUST COMPANY
59 Maiden Lane 59 Maiden Lane Operations Center
Plaza Level Plaza Level 6201 15th Avenue
New York, New York 10038 New York, New York 10038 Brooklyn, New York 11219
Attn: Reorg. Department
</Table>
FOR INFORMATION ABOUT SUBMITTING THE LETTER OF TRANSMITTAL OR DELIVERY OF YOUR
SHARES CALL: (800)-937-5449, TOLL-FREE, IN THE UNITED STATES AND (718)-921-8200
EXT. 6820 FROM ELSEWHERE.
DELIVERY OF THE LETTER OF TRANSMITTAL TO A PERSON OTHER THAN THE EXCHANGE AGENT
OR TO AN ADDRESS OTHER THAN THE ADDRESS LISTED ABOVE OR BY FACSIMILE WILL NOT
CONSTITUTE VALID DELIVERY.
VII. BACK-UP WITHHOLDING; SUBSTITUTE FORM W-9; FORMS W-8
U.S. STOCKHOLDERS -- SUBSTITUTE FORM W-9
U.S. federal income tax law requires that a holder whose tendered IMS
Health Incorporated ("IMS Health") shares are accepted for exchange must provide
the exchange agent (as Payor) with his or her correct taxpayer identification
number ("TIN") on the Substitute Form W-9 included herein, which, in the case of
a holder who is an individual, is his or her social security number. IF THE
EXCHANGE AGENT IS NOT PROVIDED WITH THE CORRECT TIN OR AN ADEQUATE BASIS FOR
EXEMPTION, THE HOLDER MAY BE SUBJECT TO A PENALTY IMPOSED BY THE INTERNAL
REVENUE SERVICE ("IRS").
Exempt holders (including, among others, corporations and financial
institutions) are not subject to these backup withholding and reporting
requirements. See the section entitled "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.
To prevent backup withholding, each tendering holder must provide his or
her correct TIN by completing the Substitute Form W-9 included herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN) and that (1) the holder is exempt from backup withholding, (2) the holder
has not been notified by the IRS that he or she is subject to backup withholding
as a result of the failure to report all interest or dividends or (3) the IRS
has notified the holder that he or she is no longer subject to backup
withholding. If the certificate(s) representing IMS Health shares are in more
than one name or are not in the name of the actual owner, consult the guidelines
for information on which TIN to report. If you do not have a TIN, consult the
guidelines for instructions on applying for a TIN, check the box of the
Substitute Form W-9
10
(Part 3) indicating that you have applied for and are awaiting receipt of your
TIN, write "Applied For" in the space for the Social Security number or Employer
Identification Number and complete the Certification of Payee Awaiting Taxpayer
Identification Number in order to avoid backup withholding. Notwithstanding that
there is a check in the box indicating that you have applied for and are
awaiting receipt of your TIN, you have written "Applied For" in the space for
the Social Security number or Employer Identification Number and the
Certification of Awaiting Taxpayer Identification Number is completed, the
exchange agent will withhold 30% of the cash payments equal to or in excess of
$20 made in lieu of fractional shares of Cognizant Technology Solutions
Corporation ("Cognizant") common stock pursuant to the exchange offer, and if
the TIN is provided within 60 days, such amount will be refunded. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If backup withholding results in an overpayment of taxes, a refund may
be obtained from the IRS.
Holders of shares of IMS Health common stock who acquired their shares at
different times may have different tax bases in their IMS Health shares, and
should consult their tax advisors as to the possibility of identifying the
specific IMS Health shares surrendered in the exchange offer in order to
establish the tax basis of the shares of Cognizant common stock issued in
exchange for IMS Health shares surrendered.
NON-U.S. STOCKHOLDERS -- FORMS W-8
Tendering non-U.S. stockholders must complete and submit to the exchange
agent, instead of the Substitute Form W-9, a Form W-8BEN (Certificate of Foreign
Status of Beneficial Owner for United States Tax Withholding), a Form W-8ECI
(Certificate of Foreign Person's Claim for Exemption From Withholding on Income
Effectively Connected With the Conduct of a Trade or Business in the United
States), a Form W-8EXP (Certificate of Foreign Government or Other Foreign
Organization for United States Tax Withholding) or a Form W-8IMY (Certificate of
Foreign Intermediary, Foreign Partnership, or Certain U.S. Branches for United
States Tax Withholding) (each a "Form W-8" and, collectively, "Forms W-8"), as
applicable. Forms W-8 and related instructions may be obtained from the exchange
agent. If you are a non-U.S. stockholder, you should consult your tax advisor as
to which Form (s) W-8 you should complete. A TENDERING NON-U.S. STOCKHOLDER WHO
DOES NOT COMPLETE, SIGN AND RETURN THE APPROPRIATE FORM W-8 TO THE EXCHANGE
AGENT WILL BE SUBJECT TO U.S. FEDERAL BACKUP WITHHOLDING EQUAL TO 30% OF THE
CASH PAYMENTS EQUAL TO OR IN EXCESS OF $20 MADE IN LIEU OF FRACTIONAL SHARES OF
COGNIZANT COMMON STOCK PURSUANT TO THE EXCHANGE OFFER. Backup withholding is not
an additional tax. Rather, the federal income tax liability of persons subject
to backup withholding will be reduced by the amount of tax withheld. If backup
withholding results in an overpayment of taxes, a refund may be obtained from
the IRS.
11
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
(SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE)
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
<Table>
<Caption>
- ------------------------------------------------------------
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- ------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint The actual owner of
account) the account or, if
combined funds, any
one of the
individuals(1)
3. Husband and wife (joint account) The actual owner of
the account or, if
joint funds, either
person(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if
the minor is the
only contributor,
the minor(3)
6. Account in the name of guardian or The ward, minor, or
committee for a designated ward, incompetent
minor, or incompetent person person(4)
7. a. The usual revocable savings The grantor-
trust account (grantor is also trustee(3)
trustee)
b. So-called trust account that is The actual owner(3)
not a legal or valid trust
under State law
8. Sole proprietorship account The owner(5)
- ------------------------------------------------------------
<Caption>
- ------------------------------------------------------------
GIVE THE
EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- ------------------------------------------------------------
9. A valid trust, estate, or pension Legal entity (Do
trust not furnish the
identifying number
of the personal
representative or
trustee unless the
legal entity itself
is not designated
in the account
title.)(3)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization account
12. Partnership account held in the The partnership
name of the business
13. Association, club, or other tax- The organization
exempt organization
14. A broker or registered nominee The broker or
nominee
15. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State or
local government, school district,
or prison) that receives
agricultural program payments
- ------------------------------------------------------------
</Table>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) List first and circle the name of the legal trust, estate, or pension trust.
(4) Circle the ward, minor's or incompetent person's name and furnish such
person's Social Security number.
(5) Show the name of the owner.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
RESIDENT ALIENS: If you are a resident alien and you do not have, and are not
eligible to get, a Social Security number, your TIN is your IRS
individual taxpayer identification number ("ITIN"). Enter it on
the portion of the Substitute Form W-9 where the Social
Security number would be entered. If you do not have an ITIN,
see "Obtaining Number" below.
12
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
If you don't have a taxpayer identification number ("TIN"), apply for one
immediately. To apply, obtain Form SS-5, Application for a Social Security Card,
from your local office of the Social Security Administration, or Form SS-4,
Application for Employer Identification Number, from the Internal Revenue
Service (the "IRS") by calling 1-800-829-3676 or visiting the IRS's Internet web
site at www.irs.gov. Resident aliens who are not eligible to get a Social
Security number and need an 1TIN should obtain Form W-7, Application for
Individual Taxpayer Identification Number, from the IRS by calling
1-800-829-3676 or visiting the IRS's Internet web site at www.irs.gov.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a) or an individual
retirement plan, or a custodial account under section 403(b)(7).
- The United States or any agency or instrumentality thereof. A state, the
District of Columbia, a possession of the United States or any subdivision
or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
- An entity registered at all times under the Investment Company Act of 1940.
- A foreign central batik of issue.
Payments of dividends not generally subject to backup withholding include the
following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals.
- Note: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payor's trade or business and you have
not provided your correct TIN to the payor.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Exempt payees described above should file Substitute Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYOR. FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER. WRITE "EXEMPT" ON THE FACE OF THE FORM AND
RETURN IT TO THE PAYOR. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE
DIVIDENDS, ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see sections 6041, 6041A, 6045, and 6050A and the
Treasury regulations under those sections.
PRIVACY ACT NOTICE -- Section 6109 requires you to furnish your correct TIN to
persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, or contributions you made to an
IRA. The IRS uses the numbers for identification purposes and to help verify the
accuracy of your tax return. You must provide your TIN whether or not you are
qualified or required to file a tax return. Payors must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a TIN to the payor. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER -- If you fail
to furnish your correct TIN to a payor, you are subject to a penalty of $50 for
each such failure unless your failure is due to reasonable cause and not to
willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS -- If you fail to
properly include any portion of an includible payment for interest, dividends,
or patronage dividends in gross income, such failure will be treated as being
due to negligence and will be subject to a penalty of 5% on any portion of an
underpayment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS.
13
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 exchange offer and its
potential effect 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 IMS Investor
Relations or Cognizant at the phone numbers listed in the Offering
Circular-Prospectus.
14