NEWPORT BEACH, Calif. – December 7, 2004 – The TriZetto Group, Inc. (Nasdaq: TZIX), announced today that, on December 3, 2004, IMS Health Incorporated made an irrevocable offer to sell to TriZetto all of the 12,142,857 shares of TriZetto common stock currently held by IMS Health for $6.75 per share. This offer was made pursuant to the terms of a stockholder agreement previously entered into between TriZetto and IMS Health in connection with TriZetto's acquisition of Erisco Managed Care Technologies, Inc. in 2000. TriZetto has 20 days to accept the offer.

At this time, TriZetto intends to accept the offer from IMS Health. If the offer is accepted, TriZetto expects to purchase 4 to 6 million of these shares as treasury stock. TriZetto has arranged to place the remaining shares with a third party institutional investor in the event TriZetto acquires the shares. TriZetto will consider the offer and make a determination within the 20-day period.

Important Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include statements about future financial structure, uses of cash, proposed transactions, and financial results. Actual results may differ materially from those stated in any forward-looking statements based on a number of factors, including changes in TriZetto's funding sources and ownership, volatility of TriZetto's stock price, the timing of new bookings, risks associated with management of growth, attraction and retention of employees, variability of quarterly operating results, and competitive factors, as well as the other risks identified in TriZetto's SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting TriZetto's investor relations department at 949-719-2225 or at TriZetto's web site at www.trizetto.com. All information in this release is as of December 7, 2004. TriZetto undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the company's expectations.

CONTACTS:

Media:
Audrey Mautner
303-495-7197
audrey.mautner@trizetto.com

Investors
Brad Samson
949-719-2220
brad.samson@trizetto.com

Information

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