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Exhibit 99.2
DRAFT 3/23/98 10 a.m.
FINAL REVIEWS/APPROVALS BY NOON 3/23/1998
NEWS
Cognizant
FOR IMMEDIATE RELEASE
Contact: Joseph C. Allen Jeremy Walsh
Cognizant Corporation PMSI
(203) 222-4235 44-181-614-3210
IMS HEALTH SIGNS DEFINITIVE AGREEMENT TO ACQUIRE PMSI
COGNIZANT CORPORATION SPIN-OFF CONSOLIDATES ITS LEADERSHIP
IN SALES MANAGEMENT AND MARKET RESEARCH SERVICES
Westport, CT, Mar. 23, 1998 -- 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. "Pharmaceutically 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."
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Under terms of the agreement, PMSI shareholders will receive .2800
shares of Cognizant common stock per PMSI share, as payment to shareholders 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
transaction will be accounted for under purchase accounting and is expected to
be tax-free, and is projected to close in the second quarter of 1998, subject to
regulatory approval.
New York-based PMSI had ongoing information services revenue of $74
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
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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
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Mar. 23, 1998
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
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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.