Enablence Technologies Inc.

Enablence Technologies Inc.

November 19, 2008 22:41 ET

Enablence Completes Pannaway Technologies Merger with Enablence's FTTx Networks Division

OTTAWA, ONTARIO--(Marketwire - Nov. 19, 2008) - (TSX VENTURE:ENA) Enablence Technologies Inc. ("Enablence" or the "Corporation") a publicly traded company headquartered in Ottawa, Ontario, Canada and leading supplier of fiber-to-the-premises (FTTP) equipment for "triple-play" voice, video and data services for residential and business services, today announced it has completed the acquisition of Pannaway Technologies Incorporated ("Pannaway") and the Pannaway operations will be merged into Enablence's FTTx Networks Division, as previously announced in the Corporation's press release dated November 4, 2008.

"With this merger, Enablence's Networks Division will have one of the broadest set of access solutions in the industry, an expanded customer base of approximately 420 customers and a capability to provide our customers with an evolutionary path from traditional copper-based communications technologies to the state of the art Ethernet/IP based FTTx solutions including the use of PLC technologies" said Arvind Chhatbar, CEO of Enablence. "We anticipate that the merger will significantly accelerate the Networks Division's drive towards profitability."

As consideration for the acquisition, Enablence will issue an aggregate of 20,250,000 common shares of Enablence, of which 3,000,000 shares will be held in escrow, and US$200,000 to Pannaway shareholders and 5,500,000 common shares of Enablence to a Pannaway debt holder in respect to the cancellation of certain Pannaway debt. Enablence will also issue 10-year convertible notes (the "Notes") in the aggregate of US$3,000,000 bearing interest at 5% per annum to four debtholders. The Notes are convertible, at the option of the holder, from the third anniversary until the fifth anniversary or in the event of a default, at a conversion price equal to the greater of (j) the closing market price on the last trading day prior to the date of the conversion notice, and (iii) the conversion price of US$0.317 (CAD$0.365) in the first two years, US$0.349 (CAD$0.402) in the third year, US$0.384 (CAD$0.442) in the fourth year and US$0.422 (CAD$0.486) in the fifth year. The maximum number of shares that can be issued pursuant to the Notes is 9,463,722 shares.

During the first nine months of the 2008 calendar year, Pannaway generated approximately US$21.5 million in revenues. There are significant integration opportunities, including research, product development, operations and administration due to the complementary nature of the two businesses. It is expected that the integration, once fully implemented, will result in net cost savings of over $11 million a year.

As a result of the consolidation of the two entities, Mark Carpenter, the former President of Pannaway will head the Network Division's North American Sales operations while Emmanuel Vella will head the Network Division's International Sales operations. Tom Tighe will continue to lead the Networks Division of which Pannaway will become part.

At the corporate level, the positions of Head, European Operations and Senior VP Corporate Development and Administration have been eliminated resulting in Peter Cairoli and Dan Hilton leaving the Corporation.

Enablence expects to consume between $6 million and $7 million in cash during its third quarter, including transaction related costs of approximately $1.5 million. Upon completion of the transaction, cash consumption for the consolidated level of activity in the Division is expected to decline as the full impact of the savings from integration is achieved. The Corporation plans to continue to streamline its operations to achieve maximum efficiency and achieve its goals of positive cash flows and profitability as well as increased shareholder value. With $32 million in cash, cash equivalents and short-term investments at October 31, 2008 the Corporation is well positioned to fund its operations and growth plans.

About Enablence Technologies Inc.

Enablence Technologies Inc., (TSX VENTURE:ENA) a publicly traded company headquartered in Ottawa, Ontario, Canada, designs, manufactures and sells optical components, subsystems and systems to a global customer base.

Enablence's FTTx Networks Division is an industry leader in optical broadband access systems, with an expanding Fiber-to-the-Premises (FTTP) product portfolio featuring a variety of architectural options, based on IP and Ethernet standards, for triple play voice, video and data services. The company's TRIDENT7™ Universal Access Platform has been installed at over 120 communications service providers around the world in a variety of the Postal Telephone & Telegraph (PTT), Independent Operator Carrier (IOC), Competitive Local Exchange Carrier (CLEC), Multiple Systems Operator (MSO), municipal, utility and real estate development companies to deliver next generation optical communications services.

The Enablence Optical Components and Subsystems Division is a global leader in applying the Planar Lightwave Circuit (PLC) technology to integrate multiple components into a single optical chip to reduce footprint and costs. The designers of access, metro and long-haul next-generation networks turn to Enablence for innovative, smaller and faster components and subsystems. Products for access, metro and long-haul markets include transceivers, splitters, waveguides, optical channel monitors, multiplexers, ROADMs, switches, tunable, dispersion compensators, and photodiodes.

About Pannaway Technologies Inc.

Pannaway Technologies Inc. is a leader in converged broadband access solutions that brings together traditional POTS (Plain Old Telephone), DSL (Digital Subscriber Line), ADSL 2+ (Asynchronous Digital Subscriber Line), with Active Point to Point Optical and GPON Optical Communications. Through its customer-proven broadband access solutions Pannaway enables its 300-plus North American telecommunications service provider customers to seamlessly evolve their legacy networks to Ethernet/Internet Protocol (IP) - "at-will". Based on industrystandard IP and Ethernet technologies, Pannaway's comprehensive Service Convergence Network (SCN™), is proven to help service providers compete more effectively and ensure a next-generation network that will support emerging, bandwidth intensive services for decades to come.

Forward Looking Statements

The statements in this press release may contain forward-looking statements that may involve a number of risks and uncertainties. The actual events or results described could differ materially from the Corporation's anticipation, expectations, estimates and projections. The TSX Venture Exchange has not approved this press release and does not accept responsibility for the adequacy or accuracy of this press release.

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