Avaya Inc. Announces Favorable ISS and Glass Lewis Recommendations for Special Stockholder Vote on Proposed Acquisition



    BASKING RIDGE, N.J., Sept. 17 /CNW/ -- Avaya Inc., (NYSE:   AV) a leading
global provider of business communications applications, software and
services, today announced that Institutional Shareholder Services (ISS) and
Glass Lewis & Co., both independent proxy advisory firms, have recommended
that Avaya stockholders vote "FOR" the proposed merger agreement providing for
the acquisition of Avaya by Sierra Holdings Corp., a company formed by two
private equity firms, Silver Lake Partners and TPG Capital.
    As previously announced, Avaya will hold a special meeting of
stockholders on September 28, 2007. At this meeting, stockholders will be
asked to consider and vote upon a proposal to adopt the merger agreement
providing for the acquisition of Avaya by Sierra Holdings Corp., thereby
approving the merger of a subsidiary of Sierra Holdings Corp. with and into
Avaya.  The Avaya Inc. Board of Directors has approved the merger agreement
and recommends its approval by Avaya Inc. stockholders.  Sierra Holdings Corp.
was formed by Silver Lake Partners III, L.P. and TPG Partners V, L.P. solely
for the purpose of entering into the merger agreement and consummating the
merger.
    If the merger agreement is adopted and other conditions to the closing of
the transaction are satisfied, Avaya Inc. will become a wholly owned
subsidiary of Sierra Holdings Corp. and stockholders will be entitled to
receive $17.50 in cash, without interest, for each share of Avaya Inc. common
stock they own.
    Subject to the satisfaction of certain conditions, including stockholder
approval, Avaya Inc. expects the transaction to close in the fourth calendar
quarter of 2007.
    
    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 this
transaction, including the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger Agreement,
the inability to complete the transaction due to the failure to obtain
stockholder approval or the failure to satisfy other conditions to completion
of the transaction, including the expiration of any applicable waiting periods
under competition laws and 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.
    
    IMPORTANT LEGAL INFORMATION
    
    Stockholders and other interested parties may obtain, without charge, a
copy of the definitive proxy statement, additional solicitation materials and
any other documents filed by Avaya at the SEC's website at http://www.sec.gov.
The definitive proxy statement, additional solicitation materials and other
relevant documents filed by Avaya may also be obtained, free of charge, from
Avaya by directing such request by mail to Avaya Inc., 211 Mount Airy Road,
Basking Ridge, New Jersey 07920, attn: Investor Relations, telephone (908)
953-7501, or from the Company's website at http://investors.avaya.com.




For further information:

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

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