SILVER LAKE AND TPG CAPITAL COMPLETE ACQUISITION OF AVAYA

(26 ott 2007) - 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.
BASKING RIDGE, NJ – “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.