Silver Lake and TPG Capital Complete Acquisition of Avaya



    BASKING RIDGE, N.J., Oct. 26 /CNW/ -- Avaya Inc., Silver Lake and TPG
Capital today announced that Silver Lake and TPG Capital have completed the
acquisition of Avaya in a transaction valued at approximately $8.3 billion.
    "Today marks the beginning of an exciting new era for Avaya," said Lou
D'Ambrosio, president and CEO, Avaya. "As a private company, working with
Silver Lake and TPG, we have an unprecedented opportunity to accelerate our
strategy, act boldly in the marketplace, and serve our customers with even
greater innovation and responsiveness."
    Under the terms of the merger agreement, which was adopted by Avaya's
stockholders at a special meeting held on September 28, 2007, Avaya
stockholders are entitled to receive $17.50 in cash, without interest and less
any applicable withholding taxes, for each share of common stock they owned
immediately prior to the effective time of the merger. Avaya common stock
ceased trading on the NYSE before the commencement of trading on October 26,
2007 and will be delisted from the NYSE.
    Stockholders of record as of the effective time of the merger who have
stock certificates will receive a letter of transmittal and instructions on
how to surrender their shares of Avaya common stock to receive the merger
consideration. These certificated stockholders of record should wait to
receive the letter of transmittal before surrendering their shares.
    Stockholders of record as of the effective time of the merger whose
shares are uncertificated and stockholders who hold shares through a bank or
broker do not need to take any action for their shares to be converted into
cash because the conversion will be handled automatically by Avaya's transfer
agent or their bank or broker, respectively.
    Credit-Suisse acted as the financial advisor to Avaya in connection to
the merger and Weil, Gotshal & Manges LLP acted as legal counsel to Avaya.
Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to Avaya's
Board of Directors. Citi and Morgan Stanley acted as financial advisors to
Silver Lake and TPG. Ropes & Gray LLP acted as legal counsel to Silver Lake
and TPG.

    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.

    About Silver Lake

    Silver Lake is the leading investment firm focused on large scale
investments in technology, technology-enabled, and related growth industries.
Silver Lake's mission is to function as a value-added partner to the
management teams of the world's leading technology franchises. Its portfolio
includes or has included technology industry leaders such as Ameritrade,
Avago, Business Objects, Flextronics, Gartner, Instinet, IPC Systems, MCI,
NASDAQ, Network General, NXP, Sabre Holdings, Seagate Technology, Serena
Software, SunGard Data Systems, Thomson and UGS. For more information, please
visit http://www.silverlake.com.

    About TPG Capital

    TPG Capital is the global buyout group of TPG, a leading private
investment firm founded in 1992, with more than $35 billion of assets under
management and offices in San Francisco, London, Hong Kong, New York,
Minneapolis, Fort Worth, Melbourne, Menlo Park, Moscow, Mumbai, Beijing,
Shanghai, Singapore and Tokyo. TPG Capital has extensive experience with
global public and private investments executed through leveraged buyouts,
recapitalizations, spinouts, joint ventures and restructurings. TPG Capital's
investments span a variety of industries including technology, financial
services, retail/consumer, media and communications, travel, healthcare and
industrials. Among TPG Capital's significant investments in telecommunications
and technology are Eutelsat Communications, Freescale Semiconductor,
Intergraph, Japan Telecom, Lenovo Group, MEMC Electronic Materials, ON
Semiconductor Sabre Holdings, Seagate Technology, SunGard Data Systems and TIM
Hellas. Please visit http://www.tpg.com.




For further information:

For further information: Lynn Newman of Avaya, +1-908-953-8692, office,
+1-908-672-1321, mobile, lynnnewman@avaya.com; or Matt Benson,
+1-415-618-8750, or Victoria Hofstad, +1-212-687-8080, both of Sard Verbinnen
& Co for Silver Lake; or Kristin Celauro of Owen Blicksilver PR, Inc.,
+1-732-433-5200, for TPG Capital; Web Site: http://www.avaya.com,             
   http://www.silverlake.com, http://www.tpg.com

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AVAYA INC.

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SILVER LAKE

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