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EX-2.1 - EX-2.1 - TOLLGRADE COMMUNICATIONS INC \PA\ | l41970aexv2w1.htm |
EX-10.2 - EX-10.2 - TOLLGRADE COMMUNICATIONS INC \PA\ | l41970aexv10w2.htm |
EX-10.1 - EX-10.1 - TOLLGRADE COMMUNICATIONS INC \PA\ | l41970aexv10w1.htm |
8-K - FORM 8-K - TOLLGRADE COMMUNICATIONS INC \PA\ | l41970ae8vk.htm |
Exhibit 99.1
NEWS RELEASE |
Contact: Greg Nulty, Corporate Communications / Office: 412-820-1465
Golden Gate Capital to Acquire Tollgrade Communications
PITTSBURGH February 22, 2011 Tollgrade Communications, Inc. (NASDAQ: TLGD) announced
today that it has signed a definitive merger agreement to be acquired by an affiliate of Golden
Gate Capital in an all-cash transaction valued at approximately $137 million. Tollgrade is a
leading provider of network service assurance solutions for telecommunications operators in the
United States and Europe. Golden Gate Capital is a San Francisco-based private equity firm with
more than $9 billion of capital under management.
Under the terms of the transaction, Tollgrade shareholders will receive $10.10 in cash per common
share. The transaction has been approved by the Tollgrade board of directors and is subject to
Tollgrade shareholder approval and other customary closing conditions. The transaction is expected
to close in the second quarter of 2011. As a result of the transaction, Tollgrades common stock
would no longer be traded on the NASDAQ market. Piper Jaffray & Co. advised Tollgrade and rendered
a fairness opinion in connection with the transaction.
Todays announcement provides an outstanding opportunity for all of our key stakeholders, said Ed
Kennedy, Tollgrades President and CEO. For our shareholders, the agreement provides full
liquidity at a price within 1 percent of Tollgrades three-year high closing stock price reached on
February 16, 2011. In addition, the agreement price represents a 29 percent premium to Tollgrades
closing stock price on September 1, 2010 the day we began the process of exploring the companys
strategic alternatives with the assistance of Piper Jaffray. For our customers and employees, the
proposed transaction provides a bright future for Tollgrade and a strong foundation to support new
growth initiatives such as our emerging smart grid business. We look forward to our relationship
with Golden Gate Capital, and we are confident that their proven track record of growing
businesses, both organically and through acquisitions, and their expertise and global resources,
will greatly benefit our customers, partners and employees.
We are pleased to have the opportunity to invest in a company with a market-leading position in
the service assurance market, said John Knoll, Managing Director of Golden Gate Capital.
Tollgrade has built an organization of seasoned industry veterans and technology experts, some of
whom have helped build the largest networks in the country, to provide the service-quality
benchmarks the major communications service providers and utilities expect and rely on today. We
are looking forward to working with the management team in taking the company to its next stage of
growth and leadership.
TOLLGRADE COMMUNICATIONS, INC.
493 Nixon Road
Cheswick, PA 15024
www.tollgrade.com
493 Nixon Road
Cheswick, PA 15024
www.tollgrade.com
Tollgrade will host a conference call to discuss earnings results for the fourth quarter and
full year 2010 on Thursday, February 24, 2011 at 4:30 p.m. EST. The telephone number for U.S.
participants is +1-888-338-8373 (International: +1-973-872-3000). Please reference Tollgrade Fourth
Quarter 2010 Results Conference Call.
About Tollgrade
Tollgrade Communications, Inc. (NASDAQ:TLGD) is a leading provider of network assurance solutions
for the telecommunications and utilities industries. Tollgrades telecommunication products and
solutions enable communication service providers to efficiently manage their access networks in an
age of increased competition, continually evolving technology, and ongoing pressure to reduce costs
while its real-time Smart Grid Monitoring solutions allow utility customers to continuously detect
key circuit parameters, and communicate mission critical data wirelessly to a central location to
provide Continuous Grid Intelligence. For more information, visit Tollgrade online at
www.tollgrade.com.
About Golden Gate Capital
Golden Gate Capital is a San Francisco-based private investment firm with approximately $9 billion
of capital under its management. The firms charter is to partner with world-class management teams
to make equity investments in situations where there is a demonstrable opportunity to significantly
enhance a companys value. The principals of Golden Gate have a long and successful history of
investing with management partners across a wide range of industries and transaction types,
including corporate divestitures, leveraged buyouts and recapitalizations. For additional
information, visit www.goldengatecap.com.
# # # #
Forward Looking Statements
This Press Release contains forward-looking statements regarding future events or results within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements relating to the proposed
transaction between Tollgrade Communications, Inc. (the Company) and an affiliate of Golden Gate
Capital. The Company cautions readers that such forward-looking statements are, in fact,
predictions that are subject to risks and uncertainties and that actual events or results may
differ materially from those anticipated events or results expressed or implied by such
forward-looking statements. The Company disclaims any current intention to update its
forward-looking statements, and the estimates and assumptions associated with them, at any time
or for any reason. Important factors that could cause actual results to differ materially include
the timing of consummating the proposed transaction, the risk that one or more conditions to
closing of the proposed transaction may not be satisfied, the risk of litigation relating to the
transaction, and the risk that the transaction may not be approved by the Companys shareholders.
Any number of factors that could cause actual events or results to differ materially from those
contained in the forward-looking statements are included in the Companys filings with the U.S.
Securities and Exchange Commission (the SEC) including, but not limited to, the Companys Form
10-K for the year ended
December 31, 2009 and any subsequently filed reports. All documents are also available through the
SECs Electronic Data Gathering Analysis and Retrieval system at www.sec.gov or from the Companys
website at www.tollgrade.com.
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