Participants say GartnerGroup spin-off from IMS on schedule’

IMS HEALTH (Westport, CT) and GartnerGroup (Stamford, CT) said a proxy statement for the previously announced spin-off of Gartner from IMS has been filed with the Securities and Exchange Commission and that the spin-off is on schedule. A special shareholders meeting will be held after the proxy statement is approved by the SEC and distributed to GartnerGroup shareholders, the companies said.

Before the spin-off, 40.7 million of the 47.6 million GartnerGroup shares owned by IMS will be exchanged for new Class B common stock of GartnerGroup as part of a GartnerGroup recapitalization. Holders of the Class B common stock will be entitled to elect at least 80% of GartnerGroup’s board of directors, but will otherwise be essentially identical to existing Class A common stock. All Class B shares will be distributed to IMS Health shareholders in a tax-free distribution upon approval of the spin-off.

The boards of both companies have agreed to amend the terms of the transaction to provide for an increased share repurchase by GartnerGroup, which has committed to repurchase 20% of its outstanding shares the maximum amount allowed by IRS rules. IMS Health is an international provider of information solutions to the pharmaceutical and healthcare industries. GartnerGroup provides a wide range of IT advisory services, measurement, research, decision support, analysis and consulting.