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Tollgrade Communications, Inc. Shareholder Investigation By Briscoe Law Firm Concerning Acquisition By Golden Gate Capital

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. (“Tollgrade” or “TLGD”) (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.

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 Tollgrade’s Board of Directors acted in the shareholders’ best interests.

Although the acquisition price offered to Tollgrade shareholders represents an approximate 29% premium over Tollgrade’s closing price on September 1, 2010, which is the day that Tollgrade reportedly “began the process of exploring the company’s strategic alternatives,” 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. “Based on the fact that the acquisition price is below the company’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,” 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, or Willie Briscoe at The Briscoe Law Firm, PLLC toll free (877) 397-5991, or via email at 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.

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