Tollgrade Communications, Inc. Agrees to Settle Shareholder Litigation
28 Aprile 2011 - 1:36AM
Tollgrade Communications, Inc. ("Tollgrade" or the "Company")
(Nasdaq:TLGD) today announced that Tollgrade and other named
defendants have reached an agreement in principle with plaintiffs
to settle two putative class action lawsuits, subject to court
approval. These lawsuits relate to the proposed merger of the
Company with a wholly-owned subsidiary of Talon Holdings, Inc.,
which in turn is a wholly-owned subsidiary of investment funds
managed by Golden Gate Private Equity, Inc.
Pursuant to this agreement, the Company has filed a proxy
statement supplement with the Securities and Exchange Commission,
which can be accessed free of charge at the SEC's website at
www.sec.gov, or from the Company's website, www.tollgrade.com. The
proxy statement contains certain additional disclosures the Company
agreed to make in connection with the settlement of the lawsuits,
although the Company has not admitted in any way that those
disclosures are material or otherwise required by law. The
settlement will not affect the merger consideration of $10.10 per
share in cash for each of the approximately 13.1 million shares of
Tollgrade common stock outstanding.
About Tollgrade
Tollgrade Communications, Inc. 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
Forward-looking Statements
This press release contains forward-looking statements.
Statements that are not historical facts, including statements
about beliefs or expectations, are forward-looking statements.
These statements are based on plans, estimates and projections at
the time the Company makes the statements and readers should not
place undue reliance on them. Forward-looking statements
involve certain risks and uncertainties that could cause actual
results to differ materially from those described in such
statements, including the risk that the proposed merger does not
occur, the expected timing of the completion of the merger, the
ability of the parties to satisfy the conditions to closing of the
merger and other risks as identified in the Company's various
filings made with the SEC periodically, particularly its most
recent Annual Report on Form 10-K, which contains and identifies
important factors that could cause the actual results to differ
materially from those contained in the forward-looking
statements. The Company assumes no obligation to update any
forward-looking statement contained in this document.
Where You Can Find More Information
In connection with the proposed merger, the Company filed its
definitive proxy statement and a form of proxy on Schedule 14A on
April 1, 2011 and other related materials with the SEC. The
definitive proxy statement and proxy were first mailed to
shareholders of the Company on or about April 4, 2011. Before
making any voting decision, the Company's shareholders are urged to
read the definitive proxy statement, all related supplements and
amendments (if any and when they become available) and all other
related materials carefully because they contain (and will contain)
important information regarding the proposed merger and other
matters. A copy of the proxy statement, the supplement and other
relevant documents may be obtained, without charge, from the SEC
from the SEC's website at http://www.sec.gov, by directing a
request by mail or telephone to Tollgrade Communications,
Inc. Attn: Corporate Secretary, 3120 Unionville Road, Suite
400, Cranberry Township, PA 16066, telephone: (724) 720-1400, or
from the Company's website, http://www.tollgrade.com.
The Company and its directors and officers may be deemed to be
participants in the solicitation of proxies from the Company's
shareholders with respect to the proposed merger. Information about
the Company's directors and executive officers and their ownership
of the Company's common stock is set forth in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2010,
which was filed with the SEC on March 10, 2011, in the definitive
proxy statement relating to the proposed merger, and in other
filings with the SEC made by the Company.
CONTACT: Greg Nulty, Corporate Communications
Office: 724 720 1465
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