Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

 

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Inter-Tel (Delaware), Incorporated

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Inter-Tel (Delaware), Incorporated has prepared a slide presentation to use at investor meetings. This presentation was first given to Institutional Shareholder Services on July 12, 2007.

A copy of this slide presentation follows:

July 12, 2007
Investor Presentation Follow-Up:
Vote
FOR
the
Mitel
Merger
at
August
2
nd
Special Meeting of Stockholders

1
Why Sell Now?
Remaining standalone entails substantial execution risk in an increasingly
competitive landscape and a rapidly consolidating industry
The
Mitel
deal
represents
a
full
and
fair
value
to
all
stockholders
Special Committee conducted a thorough exploration of all strategic alternatives
(including standalone alternatives) prior to approving the Mitel
merger
No higher firm offer:
–
Since the Company was effectively put in play in April 2006 when
Mihaylo
publicly
indicated he was interested in acquiring Inter-Tel
–
In the almost 2 1/2 month period since the Mitel
merger announcement
The Mihaylo
leveraged recapitalization strategy produces less value, is less certain
to close and entails much higher risk to Inter-Tel stockholders
We believe the Mitel
deal is in the best interest of stockholders

2
Recent Developments
Several Inter-Tel stockholders requested the Special Meeting be postponed to
allow time to consider recent developments
On June 29, 2007, the Special Committee postponed the Special Meeting to
allow stockholders to fully consider a number of significant recent developments:
–
Preliminary update on Q2 sales forecast and 2007 outlook which were below
expectations
–
Significant recent declines in the price of Inter-Tel's stock
–
Mitel
letter of June 21 indicating it would not increase its offer, and setting forth
its reasons why not
–
Implications for potential alternatives and sale process from weakening in the
debt markets
–
Mihaylo's
definitive proxy mailed to stockholders only one day before the
previously scheduled vote
Current record date is close of business on July 9, 2007 with the Special Meeting
scheduled for August 2, 2007

3
Financial performance has been negatively impacted by the increasingly competitive
landscape, new market entrants, Mitel
merger announcement and ongoing proxy distractions
–
If Mitel
merger voted down, expect distractions to continue with ongoing
proxy contest
Inter-Tel did not meet the second quarter net sales used in the proxy statement and expects
second half 2007 and full year 2007 net sales to be well below those used in proxy statement,
based on the current sales trends and trajectory
EBITDA margins in the proxy were projected to be 12.0% for 2007 and 13.3% for 2008
–
Q1 actual EBITDA margin was only 7.5% and actual LTM (3/31/07) EBITDA margin was only
10.9%
1
–
We believe margins likely to come out substantially lower than those included in the proxy
Company Not Meeting Projections
Inter-Tel Net Sales ($mm)
Inter-Tel EBITDA ($mm)
1  As of 3/31/07; refer to page 18 for GAAP reconciliation detail
2  As of 6/30/07, based on mid-point, $114.5 million, of estimated net sales projection released July 6, 2007
458.4
460.9
459.5
498.1
530.4
400
500
600
2006 Net Sales
Trailing 12
Months
Net Sales ¹
Trailing 12
Months
Net Sales ²
2007 Projections
Included in
Proxy
2008 Projections
Included in
Proxy
Proxy Forecast
51.7
50.2
59.7
70.4
25
50
75
2006 EBITDA
Trailing 12 Months
EBITDA ¹
2007 Projections
Included in
Proxy
2008 Projections
Included in
Proxy
Proxy Forecast

4
Intense Global Competition Attacks Small to
Medium Size Enterprise Market
Internet
produces
dynamic
changes
to
traditional
sales
channels,
barriers
and
speed
Large scale, global, multi-billion market cap companies entering space
–
Cisco: Entered market in 1997 ($170 billion market cap)
–
Market share in IP systems from 0% to 17%
–
Dominant market share in data networking business provides it with entry and strong growth platform
–
Microsoft: Adds voice to offering in 2006 ($280 billion market cap)
–
Firmly established on hundreds of millions of desktops and well positioned to implement voice on
applications
–
Ability to integrate voice into leading EUI/application platforms
–
Google: Entering market in July 2007 ($170 billion market cap)
–
Over 500 million unique monthly visitors
–
Entering
voice
markets
through
purchase
of
GrandCentral
Communications
in
July
2007
–
Cell Phone:
–
Cellular carriers try to make cell phones the standard business communications system
–
Continue to add business applications for messaging, presence, always on with mobility
–
Skype: Founded in 2003
–
Purchased by EBay in 2005
–
2.5 million daily visitors that could ultimately bypass traditional platforms
Traditional PBX vendors (Avaya, Nortel, NEC, Siemens) fighting for share in PBX market
The SME market seen as an opportunity by traditional and non-traditional PBX players

5
Inter-Tel
and
its
advisors
repeatedly
approached
Mitel
and
Francisco
Partners
seeking
an
increase
in
purchase price
Mitel
sent a letter to Inter-Tel on June 21, 2007 stating it would not increase its offer price because:
–
Inter-Tel’s
Q1’07
fiscal
performance
was
below
analyst
consensus
as
well
as
Mitel’s
expectations
–
Mitel
believes
that
the
revenue
and
earnings
projections
reflected
in
the
Inter-Tel
proxy
statement
would
be
a
challenge
for
a
standalone
Inter-Tel
to
achieve
–
Mitel’s
offer
is
a
full
10%
higher
than
the
highest
firm
offer
received
from
any
party
to
acquire
100%
of
the
company’s
shares,
including
Steve
Mihaylo.
The
Mitel
offer
is
the
only
firm
offer
received,
despite
a
24-month
sale
process
and
contacts
with
several
other
interested
but
unnamed
parties
who
previously evaluated acquiring Inter-Tel
–
In
order
to
justify
its
offer
price,
Mitel
stockholders
are
taking
considerable
risk
on
the
ability
to
drive
material synergies in the post-combination company
–
Mitel
also
noted
that
at
the
time
of
Mitel’s
offer
7
of
the
11
analysts
who
covered
Inter-Tel
had
either
a
sell
or
hold
recommendation,
that
its
$25.60
price
equaled
the
average
of
the
price
targets
from such analysts, and since the merger announcement, several financial analysts had indicated that
$25.60 was an attractive price to Inter-Tel stockholders
–
Mitel
noted
that
the
recent
acquisition
of
Avaya,
a
leading
telephony
industry
player,
was
effected
at
an
EBITDA
multiple
that
is
lower
than
it
has
offered
for
Inter-Tel
1
Mitel
Will Not Increase Purchase Price
1  Based
on
Mitel
calculations

6
Weakening Debt Markets
Leveraged loan markets have weakened significantly in the past several weeks
Mitel
has committed financing in place
We believe the weakening leverage loan markets make it very difficult for buyers to finance a
higher price
One of the factors driving recent record levels of M&A activity has been relatively
inexpensive debt financing
Experts react to current market volatility
1
:
–
“Today,
there
are
signs
that
the
era
of
placid
markets
and
cheap
money
may
be
coming
to
an
end…
Central
banks
are
pushing
up
short-term
interest
rates,
and
bond
markets
are
pushing
up
long-term
rates.”
–
David
Wessel,
Wall
Street
Journal,
June
28,
2007
–
“…investors
are
wondering
if
the
game
of
buyout
bingo
will
soon
come
to
an
end
as
the investors who purchase the debt that fuels such takeovers begin to balk at some of
the riskier deals”
–
David Reilly, Wall Street Journal, June 28, 2007
–
“Is
recent
debt-market
turmoil
going
to
get
worse,
and
possibly
even
end
the
corporate
buyout
boom?”
–
Jon
Hilsenrath,
Wall
Street
Journal,
June
29,
2007
–
"One
thing
we
have
to
say
goodbye
to
is
the
peak
of
private
equity
and
the
pricing
power they had," –
Peter Andersen, Dreman
Value Management, as quoted by Reuters,
July 5, 2007
1
Permission
to
use
the
above
quotes
neither
sought
nor
obtained

7
Mitel
Offer Provides Premium Value
1
13D
filing
on
4/10/06
represents
first
public
indication
of
a
potential
proxy
fight
(and
acquisition)-while
1/19/07
is
date
of
public
Mihaylo
letter
to
Inter-Tel,-indicating
possibility
of
another
proxy
fight
2
Q1
2007
earnings
miss
per
FactSet
3
Price
targets
prior
to
merger
based
on
Brean
Murray,
Kaufman,
Lehman
and
Wedbush
Morgan
research
as
of
2/16/07
and
price
targets
prior
to
proxy
battle
based
on
Kaufman
research
as
of
2/22/06
and
Lehman
research
as
of
2/15/06
4
As
of
3/31/07,
refer
to
page
18
for
GAAP
reconciliation-detail;
enterprise
value
of
$533.4
million-based
on
Mitel-offer
5
Avaya
LTM
EBITDA
multiple
as
of
3/31/07
6
Historical
LTM
EBITDA
per
FactSet
Based on the implied EBITDA multiple, the Mitel
merger values Inter-Tel generally in-line with the buyout
valuation of industry leader Avaya
Mitel
offer price is at a significant premium to analysts’
long-term price targets prior to commencement of
Mihaylo’s
most recent proxy contest and the Mitel
merger announcement
1 day premium of 7.6% understates actual premium
because
Inter-Tel
price
was
“affected”
due
to
prevalent
takeover
speculation
and
the
fact
that
the
Mitel
merger
was announced just minutes after announcing a 43%
Q1 earnings miss
2
Meaningful premium to long-term average share price,
even with a price affected by takeover speculation
Median Price Targets
3
LTM EBITDA Multiple
22.6%
premium
over
unaffected
share
price
prior
to
Mihaylo’s
initial
13D
filing
on
4/10/06
and
17.3%
premium
to
share
price
prior
to
Mihaylo
letter
sent
1/19/07
1
$22.50
$20.00
$15
$20
$25
$30
Prior to Proxy Battle
Prior to Mitel Merger Announcement
Mitel Offer: $25.60
Mitel Premium: 13.8%
Mitel Premium: 28.0%
Premium to Average Prices ($25.60 Per Share Offer)
Price
Premium
Prior to Mihaylo
13D Filing on 4/10/06
1
$20.88
22.6%
Prior to Mihaylo
Letter on 1/19/07
1
$21.83
17.3%
2 Year Average
$21.27
20.4%
1 Year Average
$21.99
16.4%
6 Month Average
$22.62
13.2%
3 Month Average
$23.48
9.0%
10.6x
11.1x
7.5x
0x
10x
20x
Inter-Tel at Deal
4
Avaya at Deal
5
Inter-Tel 5 Year
Historical Average
6

8
Thorough Discussion Process
2007
Summer 2004: Met with
Company A to discuss
business combination –
did not progress beyond
preliminary stage
May –
December 2005:
Discussed 4 potential
acquisitions and a potential
acquisition by Company A.
Proceeded to due diligence
but Inter-Tel did not pursue
2004
2005
2006
November 2005: Inter-
Tel was contacted
again by Company A
and engaged in
intensive discussions
March 2006: Continued
talks with Company A but
afterwards did not receive
any further
communications
April –
June 2006:
Discussions with
Company B for
potential business
combination
November 2006:
Discussed
potential deal with
Company D
2003
October 2003: Met with
Mitel
to discuss potential
deal.  Decided not to
pursue deal at the time
May 2005: Met again
with Mitel
to discuss
potential deal
June 2005: Investment
bank arranged meetings
between Inter-Tel and
several private equity firms.
Several follow-up meetings
and limited due diligence
followed, but no proposals
July 2005: Discussions
with investment banks
and a least 5 financial
sponsors regarding
potential deals
August –
September
2005: Two financial
sponsors, including
Francisco Partners,
submitted expressions
of interest
October 2005: Contacted
by sponsor-owned
strategic partner
regarding potential deal
January 2006:
Further discussions
with Company A
March -
April 2006:
Periodically met with
investment banks and
met with a potential
target
June 14, 2006:
Mihaylo/Vector
public offer at
$22.50 per share
July 28, 2006:
Mihaylo/Vector resubmit
public offer for $22.50
per share
July 2006: Mitel
indicates interest
in acquiring Inter-
Tel
August 21, 2006:
Mihaylo/Vector publicly states
willingness to pay $23.25 per
share
September 2006:
Discussions with
Company C regarding
potential deal
April 26, 2007:
Mitel
merger
announced
January –
February
2006: Discussions with
investment banks and
preliminary talks with
one acquisition target
June 21, 2007:
Mitel
not
increasing offer
May 14, 2007: Vector
sent letter expressing
willingness to pay
$26.50 per share but
subsequently failed
to make an offer
No additional
offer has
emerged
August 2006: UBS
begins to explore
various strategic options

9
Inter-Tel and its financial advisor explored strategic options including formal and informal market
checks prior to signing of the Mitel
merger agreement
2006 proxy contest and Mihaylo/Vector bids to buy the Company in 2006 put the Company “in
play”
–
Mihaylo's
“Sell the Company Proposal”
called for a sale to the highest bidder and indicated he
would support a sale to highest bidder, even if he was not the buyer
–
UBS approached every logical strategic buyer
on multiple occasions during this time period
Special Committee rejected as inadequate Mihaylo/Vector $22.50 and $23.25 bids and
negotiated Mitel merger at price $2.35 above highest Mihaylo/Vector price and 22.6% above the
share price prior to April 10, 2006 launch of proxy contest
Mitel contract was specifically negotiated to allow Company ability to get a higher price after the
Mitel merger announcement:
–
Provisions allowing extra latitude to promote bid from Mihaylo
or Vector
–
Company can consider and accept superior proposals
–
Termination fee of 2.8% of the deal price –
in line with market
In 2 1/2 months since the Mitel merger announcement, no other buyer has come forward with a
higher bid
Thorough Sale Process

10
Despite
months
of
being
“in
play”,
only
Mitel
made
fully
financed
offer
to
acquire
Inter-Tel
and
only
Vector
expressed any interest in a transaction but ultimately withdrew
In 2006 the Special Committee allowed full due diligence to Mihaylo/Vector
–
Special Committee deemed original offer of $22.50 and last and best offer of $23.25 inadequate
The
Special
Committee
determined
not
to
involve
Mihaylo
and
Vector
prior
to
Mitel
announcement
due
to:
–
Conflicts arising from prior attempts to acquire the Company
–
Previously tried to disrupt Inter-Tel opportunities
Given
that
Inter-Tel
was
imminently
releasing
Q1
earnings
that
were
43%
below
consensus
1
and
Mitel
indicated it would walk away if the fully-negotiated agreement was not signed, the Special Committee opted
to take the fully-negotiated deal in hand
–
Specifically negotiated the flexibility to respond to interest from Mihaylo/Vector or others post-
announcement
Special
Committee
committed
to
maximizing
stockholder
value
–
deemed
the
Vector
$26.50
indication
of
interest
“reasonably
likely
to
lead
to
superior
offer”
and
immediately
allowed
Vector
to
conduct
requested
confirmatory due diligence
–
Vector decided not to make any firm offer
Special Committee Efforts to Facilitate a Higher
Bid From Mihaylo/Vector
1  Q1
2007
earnings
miss
per
FactSet

12
CONCLUSION: VOTE FOR THE MITEL MERGER
Significant recent developments reinforce the Special Committee’s view that the
Mitel
deal is in the best interests of stockholders
–
Inter-Tel’s financial performance and future outlook are below projections
–
Increasing competition and ongoing distractions will continue should the
Company remain a standalone entity
–
Mitel
stated that it will not raise its offer
–
Weakening debt markets make other bidders less likely
The Special Committee conducted a full review of the Company’s strategic options
during last 2 years including standalone opportunities, acquisitions and a sale
Special Committee directed a thorough sales process
Mitel
price is a premium of 17% -
22% to the unaffected stock price
The
Board
of
Directors
recommends:
Vote
For
The
Mitel
Merger

13
Appendix

14
Mihaylo Recapitalization NOT AN ACQUISITION
PROPOSAL…
Provides Less Value, Less Certainty and
More Risk
Mihaylo
has no legal obligation to implement his leveraged recapitalization strategy –
it
may not happen
Mihaylo
leveraged recapitalization strategy relies on debt financing commitments
that
have
never
been
publicly
disclosed
or
made
available.
Based
on
limited detail
disclosed, commitments contain conditions that are non-customary
Mihaylo
leveraged recapitalization strategy value based on projections from the proxy that
are unlikely to be achieved
We believe the blended value received by stockholders will be substantially below the
$25.60 Mitel
offer
–
At
least
40%
of
value
will
depend
on
the
trading
price
of
“stub”
shares
that
we believe
will trade significantly lower than the current share price
–
Reduced trading liquidity with a public float reduced to approximately 1/3 of current
dollar volume
–
Increased debt load
–
Increased risk and price volatility
Increases business execution risk as Inter-Tel’s strategic flexibility and ability to compete
and invest in new products would be significantly impaired

15
Mihaylo debt funding is expressly conditioned on him being named
Chairman of Inter-Tel
When
Mihaylo
thought
he
and
Vector
Capital
were
the
highest
bidder
for
Inter-Tel
in
2006,
he
pushed
for
a
prompt
sale
to
the
highest
bidder,
and
publicly
said
he
would
support
a
sale
to
the
highest
bidder,
even
if
it
was not him
Mihaylo
claims
that
Inter-Tel
is
worth
more
than
$25.60
per
share,
but
has
not
made
an
offer
to
pay
more
for Inter-Tel than the Mitel price
Instead of paying more, Mihaylo
proposes a front-end loaded, leveraged recapitalization strategy, financed
entirely with Inter-Tel’s own cash and debt, that we believe:
–
Provides less value, less certainty and more risk to Inter-Tel stockholders
–
Significantly
increases
Mr.
Mihaylo’s
ownership
and
voting
control
and
gives
him
a
potential
veto
right
on
any future sale of Inter-Tel
–
Would
allow
him
to
pay
much
less
to
take
over
Inter-Tel
if
his
recapitalization
strategy
fails
and
the
stock
price significantly declines
Mihaylo
sent Inter-Tel a letter demanding significant changes at the company that would:
–
Reduce size of Board to six members, of which he would choose three
–
Immediately make him Chairman of the Board and “interim”
CEO
–
Allow him and his Board nominees to select any new CEO
–
Give
him
significant
control
over
Inter-Tel
without
a
stockholder
vote
or
paying
any
"control
premium"
to
other stockholders
Stockholders Should Not Be Misled By Mihaylo’s
Personal Agenda

16
About Inter-Tel (Delaware), Incorporated
Inter-Tel (Nasdaq: INTL) offers value-driven communications products; applications utilizing networks and
server-based communications software; and a wide range of managed services that include voice and data
network design and traffic provisioning, custom application development, and financial solutions packages.
An industry-leading provider focused on the communication needs of business enterprises, Inter-Tel
employs approximately 1,940 communications professionals, and services business customers through a
network of 57 company-owned, direct sales offices and approximately 300 authorized providers in North
America, the United Kingdom, Ireland, Australia and South Africa. More information is available at
www.inter-tel.com.
Forward-Looking Statements
This presentation contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended, concerning the pending acquisition of Inter-Tel by Mitel, certain
preliminary financial results of Inter-Tel and anticipated future results, and the leveraged recapitalization
strategy proposed by Mr. Mihaylo, among other things.  Forward-looking statements are statements in the
future tense or that include words such as “intends,”
“believe”, “expect”, “proposed”, “anticipates”, “project”
and words of similar import.
Forward-looking statements are based on assumptions, suppositions and uncertainties, as well as on
management’s best possible evaluation of future events.  However, actual results may differ materially from
those reflected in forward-looking statements based on a number of factors, many of which are beyond the
control of Inter-Tel.  Such factors may include, without excluding other considerations, fluctuations in
quarterly results, actual GAAP results of operations, evolution in customer demand for Inter-Tel’s products
and services, risks associated with the proposed acquisition by Mitel or the outcome of any discussions with
or actions by Mr. Mihaylo, the impact of price pressures exerted
by competitors, and general market trends
or economic changes.
For additional information about risk factors that could cause actual results to differ materially from those
described in the forward-looking statements, please see Inter-Tel’s filings with the SEC, including Inter-Tel’s
Form 10-K filed on March 15, 2007, Inter-Tel’s Form 10-K/A filed on April 30, 2007, Inter-Tel’s Form 8-K
filed on July 6, 2007 and other Inter-Tel Current Reports on Form 8-K, Inter-Tel’s Quarterly Reports on
Form 10-Q, as well as the definitive proxy statement filed on May 29, 2007 and the proxy supplement filed
on July 10, 2007.

17
Disclaimer
This presentation includes statements and information from published material, public filings and other such
sources.  Permission to reprint or use these statements and information was neither sought nor obtained.
Additional Information
In connection with soliciting proxies for the pending Mitel merger, Inter-Tel filed a definitive proxy statement
with the Securities and Exchange Commission on May 29, 2007 and a proxy supplement on July 10, 2007. 
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY
STATEMENT AND THE PROXY SUPPLEMENT, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS
THERETO, BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION.  Copies of
the definitive proxy statement, the proxy supplement and other documents filed by Inter-Tel can be obtained
without charge at the Securities and Exchange Commission’s web site at www.sec.gov or from Inter-Tel by
contacting Inter-Tel (Delaware), Incorporated, Attention: Investor Relations, 1615 S. 52nd Street, Tempe,
AZ 85281, Telephone: 480-449-8900.
Inter-Tel and its directors, officers and employees may be deemed to be participants in the solicitation of
proxies from its stockholders in connection with the proposed merger with Mitel.  Information concerning the
interests of Inter-Tel’s participants in the solicitation is included in the definitive
proxy statement, the proxy
supplement and related proxy materials for the special meeting of stockholders, which is scheduled for
August 2, 2007.
Inter-Tel and the Inter-Tel logo are trademarks of Inter-Tel (Delaware), Incorporated.

18
GAAP Reconciliation
This presentation includes some non-GAAP financial measures, as defined in Regulation G
promulgated under the Securities Exchange Act of 1934, as amended.  The following table
includes the most directly comparable GAAP financial measures and a reconciliation of the
non-GAAP financial measures to such comparable GAAP financial measures:
(US$ in millions, unless indicated)
LTM
Q2'06A
Q3'06A
Q4'06A
Q1'07A
Period
Revenue
115.9
117.0
118.5
109.5
460.9
Cost of Goods Sold
59.1
58.9
59.0
56.1
233.1
Gross Profit
56.8
58.1
59.5
53.4
227.8
SG&A
1
39.0
39.4
40.3
40.5
159.2
R&D
8.5
8.4
7.5
7.9
32.3
Total Operating Expenses
47.5
47.8
47.8
48.4
191.5
EBIT
9.3
10.3
11.7
5.0
36.3
Depreciation
2.3
2.4
2.4
2.2
9.2
Amortization
1.2
1.2
1.2
1.1
4.7
Pro Forma EBITDA
12.7
13.9
15.3
8.3
50.2
Less FAS 123R Expense, & Proxy Related Expenses & Other
2.7
4.0
2.6
2.9
12.2
GAAP EBITDA
10.1
9.9
12.8
5.4
38.1
Source: Public
Filings
&
Management
Note:
1 Includes amortization of intangibles