Golden Gate Capital to Acquire Tollgrade Communications
22 Febbraio 2011 - 2:05PM
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, Tollgrade's 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.
"Today's announcement provides an outstanding opportunity for
all of our key stakeholders," said Ed Kennedy, Tollgrade's
President and CEO. "For our shareholders, the agreement provides
full liquidity at a price within 1 percent of Tollgrade's
three-year high closing stock price reached on February 16, 2011.
In addition, the agreement price represents a 29 percent premium to
Tollgrade's closing stock price on September 1, 2010 – the day we
began the process of exploring the company's 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 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. Tollgrade's
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.
The Tollgrade Communications, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=7127
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 firm's 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 company's
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 Company's 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 Company's filings with the U.S. Securities and Exchange
Commission (the "SEC") including, but not limited to, the Company's
Form 10-K for the year ended December 31, 2009 and any subsequently
filed reports. All documents are also available through the SEC's
Electronic Data Gathering Analysis and Retrieval system at
www.sec.gov or from the Company's website at www.tollgrade.com.
CONTACT: Greg Nulty
Corporate Communications
Office: 412-820-1465
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