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IMS to Sell Itself to TPG and CPP for $5.2 Billion (Update3)

By Meg Tirrell, Jason Kelly and Serena Saitto

Nov. 5 (Bloomberg) -- IMS Health Inc. agreed to sell itself to investment funds managed by TPG and the CPP Investment Board for $5.2 billion in the biggest leveraged buyout of 2009.

Stockholders of IMS, which provides prescription data to drugmakers and analysts, will receive $22 a share in cash, the Norwalk, Connecticut-based company said today in a statement. The deal, expected to close in the first quarter of 2010, represents a 31 percent premium over yesterday’s closing price.

Private-equity firms are resuming deal-making after a two- year drought triggered by the global credit crisis. Financing for new deals is becoming available as equity and debt markets stabilize and buyout managers have a collective $400 billion in unspent capital, according to researcher Pitchbook Data Inc.

“This transaction enables our shareholders to realize substantial value from their investment in IMS with an immediate cash premium,” IMS Chief Executive Officer David Carlucci said in the statement today. “We will continue our focus on expanding into new markets.”

The deal includes assumption of debt, IMS said. The company had cash and equivalents of $301.7 million, and total debt of $1.34 billion as of Sept. 30, according to a statement last month.

IMS rose $3.92, or 23 percent, to $20.73 at 4:05 p.m. in New York Stock Exchange composite trading. The shares have jumped 37 percent this year.

Advisers

IMS hired Foros Securities LLC last month to advise a special board committee on possible transactions, and Deutsche Bank Securities Inc. was its financial adviser.

The takeover follows private equity deals including Blackstone Group LP’s $2.3 billion agreement to buy Anheuser- Busch InBev NV’s amusement park division and KKR & Co.’s purchase of Oriental Brewery Co. from the same company.

Fort Worth, Texas-based TPG was created in 1992 and has about $45 billion in assets under management. Its deals include the 2007 purchase, with KKR, of power producer TXU Corp. for $43.2 billion, including assumed debt. That agreement stands as the largest leveraged buyout in history.

Managed by David Bonderman and James Coulter, TPG earlier this week said it would buy a majority stake in natural gas equipment company Valerus Compression Services LP.

Canada Pension Plan

The CPP Investment board, or Canada Pension Plan Investment Board, teamed with Ontario Teachers’ Pension Plan to pursue an unsolicited A$6.8 billion ($6.2 billion) takeover of Transurban Group, Australia’s biggest toll road operator. Transurban rejected the Oct. 27 proposal because it was “incomplete,” the Melbourne-based company said today.

Morris, Nichols, Arsht & Tunnell LLP and Sullivan & Cromwell LLP were legal advisers. Lazard provided IMS with a fairness opinion.

Goldman, Sachs & Co., Bank of America Merrill Lynch, Barclays Capital, Evercore Partners and JPMorgan Chase & Co. acted as financial advisers to TPG and CPP. Ropes & Gray LLP provided legal advice. CPP was also separately advised by Torys LLP.

To contact the reporters on this story: Meg Tirrell in New York at mtirrell@bloomberg.net; Jason Kelly in New York at jkelly14@bloomberg.net; Serena Saitto in New York at ssaitto@bloomberg.net

Last Updated: November 5, 2009 16:12 EST

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