Recommended Cash Offer by Avaya International Enterprises Limited (a wholly owned subsidiary of Avaya Inc. (NYSE:AV)) for Ubiqui

Level of acceptances, offer declared unconditional in all respects and extension of offer



OTTAWA, Feb. 15  /PRNewswire-FirstCall/ -- 1. Level of acceptances

Avaya International Enterprises Limited ("Avaya") announces that, as at 3 p.m. (London time) on 14 February 2007, the First Closing Date of the Offer, valid acceptances had been received in respect of 179,570,167 Ubiquity Shares (representing approximately 96.70 per cent. of Ubiquity's entire issued share capital as at that time and date). None of these acceptances were received from persons acting in concert with Avaya.

On 12 January 2007, Avaya announced that it had received irrevocable undertakings to accept the Offer in respect of 100,114,298 Ubiquity Shares and a letter of intent to accept the Offer in respect of 7,504,325 Ubiquity Shares (in total representing approximately 57.95 per cent. of Ubiquity's entire issued share capital as at 11 January 2007). Valid acceptances have been received in respect of all of these Ubiquity Shares and such Ubiquity Shares are included in the total number of acceptances referred to above.

2. Offer declared unconditional in all respects

Avaya therefore announces that, having received acceptances in respect of 179,570,167 Ubiquity Shares (representing in aggregate more than 90 per cent. of Ubiquity's issued share capital), the acceptance condition has been satisfied. In addition, Avaya announces that all of the other conditions of the Offer have now been satisfied and/or waived and that the Offer has therefore been declared unconditional in all respects.

3. Extension of the Offer

The Offer, which remains subject to the terms set out in the Offer Document, is being extended and will remain open for further acceptances until further notice.

Neither Avaya, nor any person acting or deemed to be acting in concert with Avaya, held any Ubiquity Shares immediately prior to the commencement of the Offer Period and, save as disclosed above, neither Avaya nor any person acting (or deemed to be acting) in concert with Avaya has acquired or agreed to acquire any relevant securities of Ubiquity (nor any right to subscribe for relevant securities of Ubiquity, whether conditional or absolute and whether in the money or otherwise, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery) during the Offer Period.

Ubiquity Shareholders who have not yet accepted the Offer, and who hold Ubiquity Shares in certificated form, are urged to complete, sign and return the Form of Acceptance in accordance with the instructions set out in the Offer Document dated 17 January 2007 as soon as possible and, in any event, so as to be received by Computershare Investor Services plc as soon as possible. The completed Form of Acceptance may be sent to Computershare Investor Services plc at PO Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ.

Ubiquity Shareholders who have not yet accepted the Offer, and who hold Ubiquity Shares in uncertificated form (that is, in CREST), are urged to accept the Offer by TTE instruction in accordance with the instructions set out in the Offer Document dated 17 January 2007 as soon as possible and, in any event, so as to be settled as soon as possible. If you hold Ubiquity Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to CREST.

4. Consideration

The consideration will be despatched by first class post on or before 28 February 2007 to Ubiquity Shareholders who have validly accepted the Offer before the date of this announcement. Thereafter, consideration will be despatched to Ubiquity Shareholders who validly accept the Offer within 14 days of receipt of an acceptance valid in all respects.

5. Cancellation of admission to trading and compulsory acquisition

In accordance with the terms of the Offer Document which was posted to Ubiquity Shareholders on 17 January 2007, application will be made as soon as practicable to the London Stock Exchange for the cancellation of the admission to trading of the Ubiquity Shares on AIM.

In addition, Avaya intends to exercise its rights pursuant to s.429 et seq of the Companies Act 1985 to acquire compulsorily any outstanding Ubiquity Shares to which the Offer relates on the same terms as the Offer. A further announcement will be made in due course.

Copies of the Offer Document are available from Computershare Investor Services plc at PO Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ.

Terms defined in the offer document dated 17 January 2007, pursuant to which the Offer was made (the "Offer Document"), shall have the same meanings in this announcement.

  Enquiries

  Avaya Inc.
  Investor Relations:
  Matthew Booher                                     Tel: [phone]

  Media Relations:
   Lynn Newman                                       Tel: [phone]

  Credit Suisse (financial adviser to Avaya)
  Ian Brown                                       Tel: [phone]




Credit Suisse, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Avaya and no-one else in connection with the Offer and is advising no other person and accordingly will not be responsible to anyone other than Avaya for providing the protections afforded to clients of Credit Suisse or for providing advice in relation to the Offer.

This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, or an invitation to purchase, subscribe for or exchange any securities or a solicitation of an offer to subscribe for or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Offer is made solely by means of the Offer Document and the Form of Acceptance (in respect of certificated Ubiquity Shares), which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted and any acceptance or other response to the Offer should be made only on the basis of information contained in such documents.

The availability of the Offer to Ubiquity Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons (including, without limitation, nominees, trustees and custodians) should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas Ubiquity Shareholders are contained in the Offer Document.

Unless otherwise determined by Avaya, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or through any facilities of a national securities exchange of, any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction, and the Offer should not be accepted by any such use, means, instrumentality or facilities or from or within any such jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Offer are not being and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from (including, without limitation, electronically or telephonically) any jurisdiction where to do so would violate the laws in that jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Persons receiving this announcement (including, without limitation, nominees, trustees and custodians) must not mail or otherwise distribute or send this announcement in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction and must seek appropriate professional advice before taking any action. Notwithstanding the foregoing, Avaya will retain the right to permit the Offer to be accepted and any sale of securities pursuant to the Offer to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation.

US AND CANADIAN UBIQUITY SHAREHOLDERS SHOULD NOTE THAT THE OFFER IS MADE FOR THE SECURITIES OF A NON-US OR CANADIAN COMPANY. THE OFFER IS SUBJECT TO THE DISCLOSURE REQUIREMENTS OF A COUNTRY THAT ARE DIFFERENT FROM THOSE OF THE UNITED STATES OR CANADA. THE FINANCIAL INFORMATION RELATING TO UBIQUITY INCLUDED IN THIS ANNOUNCEMENT HAS BEEN PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS THAT MAY NOT BE COMPARABLE TO THE FINANCIAL STATEMENTS OF US OR CANADIAN COMPANIES. 

DATASOURCE: AVAYA INTERNATIONAL ENTERPRISES LIMITED



CONTACT: Avaya Inc., Investor Relations: Matthew Booher, [phone];

Media Relations: Lynn Newman, [phone]; Credit Suisse (financial adviser

to Avaya): Ian Brown, [phone]

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