3S Photonics Buys Fiber Units

Debt-laden holding company Avensys Corp. announced today it is selling its sole operating business, a fiber optic components maker and instrumentation integrator, to 3S Photonics, a manufacturer of optical and optoelectronic components for telecommunications networks, for €6.5 million (about $9.3 million).

3S Photonics said acquiring Avensys Inc. will give it a significantly greater ability to expand product lines and services, as well as its research and development efforts, beyond its current capabilities, and will allow it to respond more effectively to the needs of its large industrial customers. It also gives the European company a North American presence.

"Given Avensys' continuing default under its financing agreements, Avensys' board of directors concluded that the transaction was the best possible solution for the business," said John Fraser, CEO of Avensys Corp. "Furthermore, combining the operations of two businesses with leading-edge and complementary technologies maximizes technological synergies, operational consolidation and opens up bigger market prospects for Avensys Inc. and 3S Photonics."

In connection with the transaction, Avensys Corp. will issue 105 million shares to Imperium Master Fund Ltd. in consideration for its forbearing from exercising its rights, arising from Avensys' continuing defaults under its debt agreements, until completion and agreeing to vote in favor of the transaction at the shareholders meeting. The cash consideration for the shares will be used to repay about $7.3 million owed to Imperium Master Fund Ltd. and to provide for other liabilities.

When the deal closes, Avensys Inc.'s two divisions, Avensys Tech and Avensys Solutions, as well as the assets of its research and development arm, ITF Laboratories Inc., will merge with 3S Photonics, which is based in Nozay, France, near Paris. ITF Laboratories develops integrated photonics solutions as well as high-reliability components and fiber-based systems for fiber lasers and optical sensing applications.

Avensys Tech makes optical components and modules and fiber Bragg gratings (FBG) for the telecom market, high power devices and subassemblies for the industrial market, and packaged fiber-based sensors. Avensys Solutions provides instrumentation and integrated products for monitoring industrial processes and environmental surveillance applications for air, water and soil in the Canadian marketplace. Together the businesses employ 200 people.

3S Photonics – formerly Alcatel Optronics – supplies laser chips, discrete modules and optical components for undersea telecommunication networks. It also develops active components powered by in-house III-V optoelectronic chips based on both gallium arsenide (GaAs) and indium phosphide (InP) technologies and passive components using FBG. The company employs more than 160.

"We are proud of this acquisition, which corresponds to the implementation of the external growth strategy that we planned last July, when we raised funds," said Alexandre Krivine, president and CEO of 3S Photonics.

The sale, which is subject to customary closing conditions and shareholder approval, is expected to be finalized in January 2010.

For more information, visit: www.3sphotonics.com