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Published in Science and Technology on Tuesday, February 22nd 2011 at 9:25 GMT by Market Wire

DALLAS--([ BUSINESS WIRE ])--[ The Briscoe Law Firm, PLLC ], founded by a former state prosecutor and enforcement attorney for the United States Securities and Exchange Commission, and the securities litigation law firm of [ Powers Taylor, LLP ] are investigating potential legal claims against the Board of Directors of Tollgrade Communications, Inc. (aTollgradea or aTLGDa) (NASDAQ: TLGD) related to the proposed buyout of Tollgrade by an affiliate of Golden Gate Capital. The definitive acquisition agreement, which was announced on February 22, 2011, involves a transaction valued at approximately $137 million. Under the proposed buyout, Tollgrade shareholders will receive only $10.10 in cash for each share of Tollgrade/TLGD common stock they hold. The transaction is expected to close in the second quarter of 2011.
"began the process of exploring the companya™s strategic alternatives"
The investigation relates to the fairness of the proposed transaction to Tollgrade shareholders, possible breaches of fiduciary duty and other violations of state law by the Board of Directors of Tollgrade for approving this transaction, and whether Tollgradea™s Board of Directors acted in the shareholdersa™ best interests.
Although the acquisition price offered to Tollgrade shareholders represents an approximate 29% premium over Tollgradea™s closing price on September 1, 2010, which is the day that Tollgrade reportedly abegan the process of exploring the companya™s strategic alternatives,a according to a press release issued by Tollgrade, the acquisition price is well below the closing price of Tollgrade just days before the buyout announcement. aBased on the fact that the acquisition price is below the companya™s closing price just days before the acquisition announcement, and other factors, we have grave concern whether the proposed acquisition is fair to Tollgrade shareholders, and we want to ensure that the shareholders are receiving the maximum value for their stock,a said shareholder rights attorney Willie Briscoe.
If you currently own shares of Tollgrade/TLGD and would like additional information regarding this investigation, or if you have information regarding the allegations involved in this transaction, please contact Patrick Powers at Powers Taylor, LLP, toll free (877) 728-9607, via e-mail at [ patrick@powerstaylor.com ], or Willie Briscoe at The Briscoe Law Firm, PLLC toll free (877) 397-5991, or via email at [ WBriscoe@TheBriscoeLawFirm.com ]. There is no cost or fee to you.
The Briscoe Law Firm is a full service business litigation and shareholder rights advocacy firm with more than 20 years of experience in complex litigation matters.
Powers Taylor, LLP is a boutique litigation law firm that handles a variety of complex business litigation matters, including claims of investor and stockholder fraud, shareholder oppression, shareholder derivative suits, and security class actions.