UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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|_| Preliminary Proxy Statement
|_| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
AVAYA INC.
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(Name of Registrant as Specified In Its Charter)
N/A
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On September 17, 2007, Avaya Inc. issued the following press release regarding
the favorable recommendations received from Institutional Shareholder Services
and Glass Lewis & Co. in connection with Avaya's upcoming special meeting of
stockholders:
AVAYA INC. ANNOUNCES FAVORABLE ISS AND GLASS LEWIS RECOMMENDATIONS FOR SPECIAL
STOCKHOLDER VOTE ON PROPOSED ACQUISITION
BASKING RIDGE, N. J. - 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.