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Issue Date: June 2007

Avaya in merger deal valued at $8,2 billion

14 June 2007

Avaya announced it has entered into a definitive merger agreement with Silver Lake, an investment firm focused on large-scale investments in technology-driven growth industries, and TPG Capital, a private investment partnership, for approximately $8,2 billion or $17,50 per common share.
Under the terms of the agreement, Avaya shareholders will receive $17,50 in cash for each share of Avaya common stock they hold, representing a premium of approximately 28% over Avaya's closing share price of $13,67 on 25 May, 2007.
"Our interests are aligned with the long-term interests of Avaya's customers and employees," said David Roux, a co-founder and managing director of Silver Lake. "We have full confidence in Avaya's excellent management to build on the company's remarkable technology and history, which spans more than a century, to deploy advanced IP communications solutions as a source of competitive advantage for customers."
The merger agreement provides for Avaya to solicit proposals from third parties during the next 50 days. In addition, the company may, at any time, subject to the terms of the agreement, respond to unsolicited proposals. There can be no assurance that this process will result in an alternative transaction. Avaya does not intend to disclose developments with respect to the solicitation process unless and until its board of directors has made a decision.

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