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Avaya Agrees to Sell Connectivity Solutions Business to CommScope


Avaya Inc. (NYSE: AV), a leading global provider of communicationssolutions and services for businesses, today said it has agreed tosell its Connectivity Solutions business to CommScope, Inc. (NYSE:CTV), a leader in the design and manufacture of high-performancebroadband communication cables.

Avaya Inc. (NYSE: AV), a leading global provider ofcommunications solutions and services for businesses, today said ithas agreed to sell its Connectivity Solutions business toCommScope, Inc. (NYSE: CTV), a leader in the design and manufactureof high-performance broadband communication cables.

Under the terms of the agreement, Avaya will receive a purchaseprice of $263 million, subject to adjustment, consisting ofapproximately $210 million of cash, a convertible note payable inthe amount of $18 million, and CommScope common stock having acurrent value of $34.9 million. Additionally, under the terms ofthe agreement, CommScope will assume up to $75 million of certainspecified liabilities primarily related to employee matters. Thetransaction is expected to close within 90 days except with regardto certain international operations and is subject to customaryconditions including regulatory and other approvals.

Connectivity Solutions is a world leader in structured cablingfor businesses and telecommunications service providers. Itsproducts include SYSTIMAX® structured cabling solutions forenterprises, ExchangeMAX® structured cable and apparatus fortelecommunications service providers and integrated cabinetsolutions. Structured cabling connects voice, data and videoequipment in office buildings and in telephone central offices.Integrated cabinets house cable terminations, wiring, andconnection devices for voice, data and wireless equipment.

Avaya said Connectivity Solutions had fiscal 2003 sales ofapproximately $542 million and operating income of approximately $3million.

Approximately 2000 people work for Connectivity Solutionsprimarily in manufacturing facilities in Omaha, Nebraska, Bray,Ireland and Brisbane, Australia. The business has administrativeoffices in Richardson, Texas. As part of the agreement, CommScopewill assume Connectivity Solutions' leases and purchase itsfacilities, including its factory in Omaha.

"The sale of the Connectivity Solutions group is anotherimportant step in Avaya's evolution as we continue to sharply focuson our core IP telephony and services businesses. ConnectivitySolutions just finished a good quarter with an increase in revenuesand its third straight quarter of positive operating income," saidDon Peterson, chairman and CEO, Avaya. "The talented inpidualsand the market-leading systems and products they provide are anexcellent match with the people and products of CommScope."

About Avaya
Avaya Inc. designs, builds and manages communications networks formore than 1 million businesses worldwide, including 90 percent ofthe FORTUNE 500®. Focused on businesses large to small, Avaya is aworld leader in secure and reliable Internet Protocol (IP)telephony systems and communications software applications andservices.

Driving the convergence of voice and data communications withbusiness applications — and distinguished by comprehensiveworldwide services — Avaya helps customers leverage existing andnew networks to achieve superior business results. For moreinformation visit the Avaya Web site:

About CommScope
CommScope is the world's largest manufacturer of broadband coaxialcable for Hybrid Fiber Coaxial (HFC) applications and a leadingsupplier of high-performance fiber optic and twisted pair cablesfor LAN, wireless and other communications applications. Throughits relationship with OFS, CommScope has an ownership interest inone of the world's largest producers of optical fiber and cable andhas access to a broad array of connectivity components as well astechnologically advanced optical fibers, including the zero waterpeak optical fibers used in the production of the LightScope ZWP™and LaserCore® families of cable products. Visit CommScope at itsWeb site:

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