Avaya Merger Agreement, $8.2 Billion

Published Tue, 2007-06-05 16:42 Acquisitions and Mergers

Avaya Inc. has entered into a definitive merger agreement with Silver Lake and TPG Capital, 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 percent over Avaya's closing share price of $13.67 on May 25, 2007, the last trading day prior to published reports regarding a potential transaction, and a premium of approximately 33 percent over Avaya's average closing share price of $13.17 during the 30 trading days ending May 25, 2007.

Avaya's board of directors has approved the merger agreement and resolved to recommend that Avaya shareholders adopt the agreement.

The transaction is expected to be completed in the fall of 2007, subject to receipt of shareholder approval and customary regulatory approvals, as well as satisfaction of other customary closing conditions. There is no financing condition to the obligations of the private equity group to consummate the transaction, and equity and debt commitments for the merger consideration have been received.

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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