MONTREAL, Dec. 17 /PRNewswire-FirstCall/ -- Avensys Corporation (Pink Sheets: AVNY; FRANKFURT WKN: A0M9YA) today announced it has entered into a share purchase agreement to sell Avensys Inc., a wholly-owned subsidiary of Avensys Corporation and leading manufacturer and distributor of fiber optic components and integrator of instrumentation and turn-key systems for environmental monitoring, to 3S PHOTONICS, a world-leading French manufacturer of optical and optoelectronic components for telecommunications networks.

Upon the close of the sale, the assets of Avensys Inc.'s two divisions, Avensys Tech and Avensys Solutions, and the assets of ITF Laboratories Inc., will be merged with 3S PHOTONICS, based in Nozay, (Essonne near Paris), France. The closing of the sale is subject to customary closing conditions under the share purchase agreement and the approval by shareholders holding a majority of the shares held by shareholders attending a shareholders' meeting expected to be convened in January 2010. In connection with the transaction, Avensys Corporation has agreed to issue 105 million shares to Imperium Master Fund Ltd. in consideration for it 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 the amount of about $7.3 million owing to Imperium Master Fund Ltd. and to provide for other liabilities.

3S PHOTONICS is the leading world supplier of laser chips, discrete modules and optical components for undersea telecommunication networks. The acquisition of Avensys Inc. by 3S PHOTONICS is expected to result in a business, operating in both North America and Europe, with exceptional product synergies and a significantly greater ability to expand product lines and services beyond current capabilities. In the optical products and services space, the combined strength of the Avensys Tech division of Avensys Inc. and 3S PHOTONICS will enable the consolidated entity to respond even more effectively to the needs of its large industrial customers. For the Avensys Solutions division of Avensys Inc., consolidation with 3S PHOTONICS broadens access to international markets where increased environmental regulation and wider recognition of the value of sustainable development present growth opportunities for the company's products and services.

"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 Corporation. "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."

"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. We are also delighted to welcome such a great company, armed with know-how which will complement our own, and to establish links across the Atlantic with our Canadian friends," stated Alexandre Krivine, president and CEO of 3S PHOTONICS.

The share purchase agreement follows Avensys Corporation's announcement earlier this year of the hiring of a financial advisory firm to assist the company in reviewing and evaluating its financial and strategic alternatives.

About Avensys Corporation

Avensys Corporation operates Avensys Inc., its wholly-owned core subsidiary. Avensys Inc., through its manufacturing division Avensys Tech, designs, manufactures, distributes, and markets high reliability optical components and modules as well as FBGs for the telecom market and high power devices and sub-assemblies for the industrial market. Avensys Tech is also a pioneer in the development of packaged fiber-based sensors and possesses leading edge intellectual property. Avensys Solutions, the other division of Avensys Inc., is an industry leader in providing instrumentation and integrated solutions for the monitoring of industrial processes and environmental surveillance applications for air, water and soil in the Canadian marketplace. To find out more about Avensys Inc., visit our website at www.avensys.com. For Avensys Corporation company news and updates you can also visit www.avensyscorporation.com.

About 3S PHOTONICS

3S PHOTONICS - formerly Alcatel Optronics - is the leading world manufacturer of laser chips, optical discrete modules and components for undersea telecommunication networks. It designs, develops, manufactures and commercializes 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 Fiber Bragg Gratings (FBG).

The 3S PHOTONICS renowned optoelectronic chip manufacturing plant of Nozay is a technological feat that is unique in the world as it brings together GaAs and InP technologies under the same roof.

Its product portfolio includes five product lines:

* Transmission Laser and Detector Modules

* Pump Laser Modules for terrestrial and submarine applications

* Chromatic Dispersion Compensation Modules

* Filters, gain equalizers and pump stabilizers based on Fiber Bragg Gratings for terrestrial and submarine applications

* Chips (lasers and detectors) and Front End Services

With over 15 years of experience, the company takes advantage of its expertise and know-how to also address new markets, providing smart solutions for defense, industrial and medical applications.

Based in Nozay (Essonne near Paris, France), 3S PHOTONICS is run by Alexandre Krivine and Didier Sauvage. The company employs over 160 people, of which 130 are experts in the photonics industry.

www.3Sphotonics.com



    For more information, please contact:
    Truc Nguyen
    Managing Director
    Grayling
    Telephone: +1 (646) 284-9418
    E-mail: truc.nguyen@us.grayling.com

SOURCE Avensys Corporation