VNU and IMS health to merge operations in stock and cash deal.VNU VNU Volontaires des Nations Unies (French) VNU Verenigde Nederlandse Uitgeversbedrijven (Dutch) VNU Virtual Network User N.V. (Amsterdam), the world's leading provider of consumer, marketing and media information and analysis, and IMS Health IMS Health (NYSE: RX) is an international consulting and data services company that supplies the pharmaceutical industry with sales data and consulting services. IMS Health was founded in 1954 by Bill Frohlich and David Dubow. (Fairfield, CT), a provider of information and consulting solutions for the pharmaceutical and healthcare industries, have entered into a definitive agreement to merge in a stock-and-cash transaction currently valued at $7.0 billion. The combined company will have pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma 2004 revenues of approximately $5.6 billion, pro forma annual EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become of about $1.3 billion, and an EBITDA margin of approximately 23 percent. The company, to be listed on both the Euronext Amsterdam and the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. , will be a major provider of market intelligence to three major industries: consumer packaged goods, healthcare, and media and entertainment. With operations in more than 100 countries, IMS Health provides information and solutions to the pharmaceutical and healthcare industries. With 2004 revenues of about $1.6 billion, IMS (1) See IP Multimedia Subsystem. (2) (Information Management System) An early IBM hierarchical DBMS for IBM mainframes. IMS was widely implemented throughout the 1970s under MVS and continues to be used under z/OS. offers portfolio optimization solutions, launch and brand management solutions, sales force training, managed care and over-the-counter products, and consulting and services for improved ROI (Return On Investment) The monetary benefits derived from having spent money on developing or revising a system. In the IT world, there are more ways to compute ROI than Carter has liver pills (and for those of you who never heard of that expression, it means a lot). and healthcare delivery. Information products include the "IMS Global Insights" web site and the monthly newsletter "IMS Retail Drug Monitor." Also, the "open.im-health.com" site provides access to pharmaceutical industry information while the "Marketing Incentives International" site provides health-industry databases, application software and database maintenance support for pharmaceutical and medical device companies. Under terms of the agreement, IMS shareholders will receive $11.25 in cash and 0.6 VNU shares for each IMS share, a 16% premium over the average IMS share price for the preceding 30 days. The value of the deal equals about 4.4x IMS revenue and 13.5x IMS EBITDA. The merger is expected to close in the first quarter of 2006. IMS president/ceo David Carlucci said the two companies "know each well and are already working together successfully in various markets around the world. Our clients will benefit from the integration of our data assets and expertise" and gain a better understanding of consumer behavior. |
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