15 Mar 2012



Q: Why is Avaya acquiring RADVISION?

A:  Avaya is acquiring RADVISION to expand our unified communications and collaboration offers with a fully-integrated video conferencing portfolio of hardware and software infrastructure, management and endpoint products that support room-based, telepresence, desktop, personal and mobile requirements.   RADVISION's open architecture and standards-based portfolio is an ideal complement to the Avaya UC portfolio including the Avaya Aura® UC platform and Avaya IP Office.

Q: How much do you expect to pay?
The purchase price is US$11.85 per share in cash, for a total of approximately $230 million.

Q: What is the expected close date?

A: The closing date will be scheduled once the conditions to closing included in the merger agreement have been satisfied.  We expect closing to occur within approximately 90 days.

Q: What has to happen between signing and close?

A: The transaction is subject to customary closing conditions, including approval by RADVISION's shareholders and the receipt of necessary regulatory approvals.

Q: What if RADVISION's shareholders don't approve the sale?

A: We believe the transaction provides RADVISION's shareholders with two important benefits: the ability to receive cash consideration of US$11.85 per share and the knowledge that RADVISION's people, products and services will become part of a leading provider of business collaboration and communications systems and services.  However, should shareholders not approve the transaction, we will address next steps, if any, with RADVISION pursuant to the terms of the merger agreement.

Q: Could other companies bid on RADVISION between now and the expected close?

A: There is no provision in the merger agreement that would prevent another party from submitting an unsolicited competing bid.  However, under the terms of the agreement, RADVISION may not actively solicit superior proposals from third parties and may not respond to unsolicited proposals.  RADVISION’s Board of Directors has approved the transaction with Avaya, and RADVISION's largest shareholder has agreed to vote his shares in favor of Avaya's transaction.

Q: Is there a chance that this may not close for any other reasons besides lack of shareholder support or competing bids?

A: The transaction is subject to customary closing conditions, including approval by RADVISION's shareholders and the receipt of necessary regulatory approvals.



Q: What will happen to the RADVISION Brand?

A: The RADVISION brand is well recognized in the market for its quality and value. We will look to leverage that excellent brand value. 

Q: Will RADVISION's entire portfolio be rolled into Avaya?

A: Yes. We will package the combined technology portfolio as solutions, based on customer usability and designed to help ensure maximum benefit.

Q: When will the fully-integrated Avaya-RADVISION products be available?


A:  RADVISION products and services are based on industry standards and Avaya supports open architecture.  We expect that the majority of the combined portfolio will integrate and operate after closing (subject to testing), meaning Day 1, the Avaya and RADVISION portfolio will be interoperable.  A more fully integrated combined portfolio is expected to be announced at a later date following the transaction close, including new features and functions. 


Q: What happens to RADVISION's customers?

A: We expect to continue to support all RADVISION customers per their existing agreements with RADVISION.




Q: What are the customer benefits that RADVISION brings to the table that Avaya doesn't provide already?

A: RADVISION will help enhance Avaya's existing solutions by adding fully integrated, interoperable and standards-based video conferencing for rooms, telepresence, desktop and mobile requirements with high resolution.  In addition, the solutions support H.323 as well as SIP, for highly cost-effective migration between existing networks and advanced technologies. 
RADVISION’s solutions also support mobile collaboration and BYOD, plus b2b and b2c collaboration.  In addition, RADVISION’s Technology Business Unit (TBU) offers industry-leading video components and toolsets that enable Video Collaboration through a wide range of OEM suppliers.

Q: What does it mean when Avaya and RADVISION say they will offer a fully integrated solution?
A:  A “fully integrated” solution means that all infrastructure and endpoints are registered and managed via Avaya Aura Session Manager.  We expect to continue to support all industry standards, but do plan to offer customers a reasonable migration path to SIP to deliver the highest performance and lowest cost of ownership.  From the Avaya’s Data Networking perspective, these solutions are also connected and acting as a services platform to link endpoints and users.  The entire solution is expected to be secure, scalable and manageable.
Q: What will differentiate Avaya-RADVISION's portfolio offers from those available from other enterprise videoconferencing vendors? Why will Avaya be successful against the two other vendors with considerable more market share and brand recognition?
A: Other vendors have approached video from the room system and telepresence endpoints, driving video toward voice and call center integration.  In doing this they often have created very expensive (and sometimes difficult to manage) separate voice and video networks. 
Avaya’s leadership in creating unified communications and call center solutions will extend this value proposition, and Avaya expects to make video as easy and manageable as voice for its customers. 
Avaya will drive unified communications-based video out to mobile clients and will focus on making video ubiquitous in the enterprise, encouraging ad-hoc, as-needed usage and providing support for companies who need to address employee bring-your-own-device (BYOD) issues within their workforce.
What will Avaya do with their existing video offers such as Avaya Desktop Video Device, Avaya one-X Communicator with video and AVCS?
We expect to have full interoperability with Avaya's existing video products upon closing of the transaction, and customers will be able to choose the solutions that best meet their needs.



Q: What happens to RADVISION's relationships with other vendors?


A: We expect to abide by the terms of existing commercial agreements with those vendors.


Q: What other vendors does RADVISION still maintain relationships with that are competitors to Avaya - what happens to them?

A: All of RADVISION’s customers are important to Avaya.  RADVISION’s Technology Business (TBU) offerings are embedded in many of our competitors’ products and solutions.   We intend to continue supporting the TBU offerings, and expect to develop programs to expand TBU with our Video Service Provider Partners and Video Service Integrators
Q: Does RADVISION’s SCOPIA product line allow interoperability with LifeSize, Cisco/Tandberg and/or Polycom video products? Can they interoperate and manage videoconferences between endpoints from different vendors?

A: RADVISION’s SCOPIA products support H.323 and SIP.  They will interoperate with other endpoints supporting these same protocols.

Q: What happens to Avaya's relationship with LifeSize? Will you still offer their endpoints as part of AVCS?                                 

A: Avaya's agreement with LifeSize is specific to SIP-based integration and SIP-based product deployment.  We will honor our contractual commitments to LifeSize and will continue to support our customers who have purchased other vendors' solutions through Avaya. We do expect, over time, to migrate our portfolio over to RADVISION.

Q: Does Avaya still have a relationship with Polycom? If so, what happens to that relationship?

A: We will continue to support our customers who have purchased other vendors' solutions through Avaya, but we expect over time to migrate our portfolio to RADVISION.



Q: What are the benefits for Avaya Channel Partners? 

A: We intend to invest in existing RADVISION channel partners, as well as our Avaya video channel partners and expand our Channel Partner program to video integrators and service providers.  These channel partners will have a fully integrated unified communications solution for small, media and large enterprises with a complement of video options ranging from room, telepresence, desktop and mobile solutions.
With this transaction, partners will be able to offer high performance, standards-based solutions, fully integrated with Avaya's portfolio and interoperable with solutions from other vendors.

Q: Will Avaya Channel Partners be able to sell RADVISION products?
A: Yes, the products will be offered through Avaya channel partners who have committed to delivering unified communications and video solutions.


Q: How does RADVISION sell their products? Do they use channel partners? If so, will those channel partners become part of the Avaya Connect channel program?

A: Yes, they have several partners and we expect to continue to support and invest in those partners to expand the coverage and sales of RADVISION products and services.



Q: What portion of Avaya's R&D will now be in Israel?

A: Avaya does not break out R&D costs, but we can point out that our R&D staff in Israel will be the center of our investment in Video Collaboration products and services.

Q: Does Avaya plan to invest in Israel? Will you build an Avaya campus or R&D center there?

A: Avaya employees in Israel are critical to our success in Unified Communications and we will continue to support them.  At this time we cannot discuss any future investments.



Q: What is RADVISION's annual revenue?

A: $US 78M for FY 2011

Q: Is RADVISION a public or private company? If public, where is the stock traded?

A: It is a public company traded on the NASDAQ® and Tel Aviv Exchanges.

Q: Where are RADVISION's offices?

A: RADVISION is a global company with presence in more than 10 countries. They are headquartered in Tel Aviv, Israel.

Q: Will the employees all be transferred to Avaya?

A: RADVISION employees will become Avaya employees as part of a staged integration plan, which we are in the process of developing.

Q: How many employees does Avaya have in Israel prior to RADVISION acquisition? How many RADVISION employees are located there?

A:  RADVISION currently has approximately 200 employees in Israel.



Q: Is Avaya still planning an IPO for April as the media has recently reported?

A:  Due to the fact that we are still in the registration process, we cannot comment on any IPO plans at this time.

Q: How is Avaya funding this acquisition?

A:  We are not disclosing this information at this time.

Q: What kind of impact will this acquisition have on Avaya's debt?

A: Currently, we do not see the transaction as having any effect on our debt agreements.

Q: How can this NOT have an impact on Avaya’s debt?  

A: Our debt agreements will not limit our ability to complete the acquisition as contemplated.

Q: How does this affect Avaya's cash balance? 

A: We believe that, following the completion of the transaction, Avaya will continue to have sufficient cash resources to fund its ongoing business needs.