Avaya Announces Stockholder Approval of Acquisition of the Company



    BASKING RIDGE, N.J., Sept. 28 /CNW/ -- Avaya Inc. (NYSE:   AV), a leading
global provider of business communications applications, software and
services, today announced that, at the company's special meeting of
stockholders held Friday, September 28, 2007, in Wilmington, Delaware, the
company's stockholders voted to adopt the merger agreement providing for the
acquisition of Avaya by affiliates of Silver Lake Partners and TPG, two
private equity firms.
    Avaya also announced that all regulatory approvals required to complete
the transaction have been obtained, including the receipt of clearance from
the European Commission.
    On June 4, 2007, Avaya entered into a definitive agreement with an entity
formed by Silver Lake Partners and TPG providing for the acquisition of the
company.  The transaction is expected to be completed by the end of October
2007, subject to the satisfaction or waiver of certain closing conditions.
Under the terms of the merger agreement, Avaya stockholders will be entitled
to receive $17.50 per share in cash for each share of the company's common
stock, without interest.
    
    About Avaya
    
    Avaya delivers Intelligent Communications solutions that help companies
transform their businesses to achieve marketplace advantage. More than 1
million businesses worldwide, including more than 90 percent of the FORTUNE
500 (R), use Avaya solutions for IP Telephony, Unified Communications, Contact
Centers and Communications-Enabled Business Processes. Avaya Global Services
provides comprehensive service and support for companies, small to large. For
more information visit the Avaya Web site: http://www.avaya.com.
    
    Forward-Looking Statements
    
    This press release contains "forward-looking statements" within the
meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements give Avaya's current
expectations or forecasts of future events. These uncertainties and other
factors also include, but are not limited to, risks associated with the
transaction, including the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement
or the failure to satisfy other conditions to completion of the transaction,
including the failure to obtain the necessary debt financing arrangements set
forth in commitment letters received in connection with the transaction. Avaya
undertakes no obligation to update any of these statements. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. Accordingly, any forward-looking
statement should be read in conjunction with the additional information about
risks and uncertainties set forth in Avaya's Securities and Exchange
Commission reports, including Avaya's annual report on Form 10-K for the year
ended September 30, 2006 and its quarterly report on Form 10-Q for the quarter
ended June 30, 2007.




For further information:

For further information: Media, Lynn Newman, +1-908-953-8692 or mobile, 
+1-908-672-1321, lynnnewman@avaya.com; Investors, Matthew Booher, 
+1-908-953-7500, mbooher@avaya.com, both of Avaya Web Site:
http://www.avaya.com

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