Nortel Networks in Proposed Sale of Enterprise Solutions to Avaya

July 20, 2009

Cleary Gottlieb is representing Nortel Networks Inc. on the proposed sale of its global Enterprise Solutions business to Avaya Inc. for $475 million.

Nortel announced on July 20 that it had entered into a stalking horse sale agreement with Avaya for the purchase of Enterprise Solutions’ North American, Caribbean, Latin America (CALA), Asian, European, Middle Eastern and African (EMEA) businesses. These agreements include the planned sale of substantially all of the assets of the Enterprise Solutions’ business globally as well as the shares of Nortel Government Solutions Incorporated (NGS) and DiamondWare, Ltd. Cleary Gottlieb is representing Nortel on many aspects of the transaction, including corporate, bankruptcy, securities, tax, antitrust, employee benefits, intellectual property and real estate. The transaction requires U.S., Canadian, French and Israeli court approvals, and is subject to the satisfaction of customary and other conditions, including governmental approvals in the United Kingdom, Canada and the United States.

Nortel has been a client of Cleary Gottlieb for more than 20 years. The firm is currently acting as U.S. bankruptcy counsel to Nortel Networks and affiliates in their U.S. Chapter 11 proceedings, which are closely coordinated with proceedings in Canada, the United Kingdom and France.

In recent years, Cleary Gottlieb has represented Nortel in a number of financing transactions and in its sale of assets related to Nortel’s UMTS access business to Alcatel-Lucent. The firm also advised Nortel on European aspects of its sale to Flextronics of manufacturing operations and related activities in Canada, Brazil, France and Northern Ireland.

A recognized leader in delivering communications capabilities across the world, Nortel does business in more than 150 countries.