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Exhibit 99.1
MEDIA INQUIRIES: INVESTOR INQUIRIES:
Lynn Newman Derrick Vializ
908-953-8692 (office) 908-953-7500 (office)
973-993-8033 (home) vializ@avaya.com
lynnnewman@avaya.com
Avaya Extends Expiration Of Liquid Yield Option(TM) Notes Exchange OffER
FOR IMMEDIATE RELEASE: TUESDAY, JANUARY 28, 2003
BASKING RIDGE, N.J. - Avaya Inc. (NYSE:AV), a leading global provider
of communications networks and services to businesses, today said the expiration
of the exchange offer for its Liquid Yield Option(TM) Notes (LYONs) due 2021 has
been extended to 5:00 p.m., EST, on Jan. 28, 2003. Warburg Pincus Equity
Partners, L.P. and affiliated investment funds are participating in the exchange
offer with Avaya.
Avaya said the extension of the exchange offer will not change the
number of shares of Avaya common stock to be delivered as part of the mixed
consideration. Accordingly, LYONs holders electing to receive the mixed
consideration will receive $208.40 in cash plus 77 shares of Avaya common stock
for each $1,000 principal amount at maturity of LYONs tendered into the exchange
offer, based on the volume-weighted average trading price of a share of Avaya
common stock on the New York Stock Exchange (NYSE) on Jan. 17, 21, 22, 23 and
24, the five NYSE trading days ending on and including the second NYSE trading
day prior to the expiration date of the exchange offer, which is $2.7356.
LYONs holders electing to receive the cash consideration will receive
$389.61 in cash in exchange for each $1,000 aggregate principal amount at
maturity of LYONs tendered into the exchange offer.
Avaya, together with the investment funds managed by Warburg Pincus
LLC, commenced the exchange offer on Dec. 23, 2002, for up to $660,542,000
aggregate principal amount at maturity of LYONs. All other terms of the exchange
offer remain the same. As of Jan. 27, $91,426,000 aggregate principal amount at
maturity of LYONs had been tendered.
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Morgan Stanley & Co. Incorporated is acting as dealer manager for the
exchange offer. Georgeson Shareholder Communications, Inc. is the information
agent, and The Bank of New York is the exchange agent. Copies of the offer
documents may be obtained at no charge from the information agent at
866-295-4337 or 212-440-9800 or from the SEC's Web site at www.sec.gov.
Additional information concerning the terms of the exchange offer, including all
questions relating to the mechanics of the offer, may be obtained by contacting
the information agent at 866-295-4337 or Morgan Stanley at 212-761-5409
(collect).
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the Avaya common
stock in any state in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.
The offer may only be made pursuant to the offer to
exchange/prospectus, dated Dec. 23, 2002, (as amended on Jan. 13 and 22, 2003),
and the accompanying letter of transmittal.
About Avaya
Avaya Inc. designs, builds and manages communications networks for more
than 1 million businesses worldwide, including 90 percent of the FORTUNE 500(R).
Focused on businesses large to small, Avaya is a world leader in secure and
reliable Internet Protocol (IP) telephony systems and communications software
applications and services.
Driving the convergence of voice and data communications with business
applications - and distinguished by comprehensive worldwide services -Avaya
helps customers leverage existing and new networks to achieve superior business
results. For more information visit the Avaya website: http://www.avaya.com
NOTE: Liquid Yield Option and LYON are trademarks of Merrill Lynch & Co., Inc.