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Golden Gate Capital To Acquire Tollgrade Communications

PITTSBURGH, Feb. 22, 2011 (GLOBE NEWSWIRE) -- 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."

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