Advanced Photonix, Inc. Rejects Takeover Proposal From OSI Systems, Inc.

Business Editors

CAMARILLO, Calif.--(BUSINESS WIRE)--Sept. 9, 2002

Advanced Photonix, Inc. (AMEX:API) today announced that its Board of Directors had unanimously rejected an unsolicited and conditional offer received from OSI Systems, Inc. (Nasdaq:OSIS) to acquire API for a consideration consisting of shares of common stock of OSIS having a market value equal to the lesser of (i) $1 or (ii) 25% over the market price of API's common stock on the date of announcement of the transaction. OSIS is a direct competitor of API.

Richard Kurtz, API's Chairman, stated that the Board believed it was in the best interest of API's shareholders to continue the Company's strategy of targeted acquisitions and internal growth; that the Board remained confident that its recent acquisition of Silicon Sensors and other growth initiatives would result in the creation of significant value for shareholders; that it would not be prudent to consider the sale of the Company until such time as the benefits of these initiatives had been realized; and that accordingly the Board was currently reviewing appropriate steps designed to insure that the Company could maintain its independence.

Mr. Kurtz noted that prior to its receipt of the offer, API and OSIS had been in discussion with respect to the possible acquisition by API of the assets and business of CentroVision which had recently been acquired by OSIS; that in the course of such discussions OSIS had, among other things, proposed other business relationships between the companies (including OSIS becoming a supplier of wafers to API); that OSIS had expressed its intention to acquire a controlling block of stock in API through open market purchases or otherwise in the event that a transaction could not be concluded on terms satisfactory to OSIS; and that API had rejected the price originally proposed by OSIS for the Centrovision assets and made clear to OSIS its intention to remain independent.

Advanced Photonix, Inc.(R) (AMEX:API) is a leading supplier of innovative, silicon-based electro-optical products and design solutions to a global OEM customer base. Products include the patented Large Area Avalanche Photodiode (LAAPD) and FILTRODE(R) detectors, as well as PIN photodiodes. More information on Advanced Photonix can be found at http://www.advancedphotonix.com.

The information contained herein includes forward looking statements that are based on assumptions that management believes to be reasonable but are subject to inherent uncertainties and risks including, but not limited to, unforeseen technological obstacles which may prevent or slow the development and/or manufacture of new products, limited (or slower than anticipated) customer acceptance of new products which have been and are being developed by the Company and a decline in the general demand for optoelectronic products.