Tollgrade Communications Inc. ("Tollgrade" or the Company) is a Pennsylvania corporation that designed, engineers, markets, and supports test system and status monitoring hardware and software products for the telecommunications industry and test system solutions with power grid monitoring capabilities for the electric utilities market.

According to the Complaint, Plaintiff brings this class action on behalf of the public stockholders of Tollgrade, against the Company's Board of Directors seeking equitable relief for their violation of § 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder arising out of their attempt to sell the Company to Golden Gate Private Equities, Inc. ("Golden Gate") by means of an unfair process and for an unfair price, and without adequate disclosure of information.

On February 22, 2011, Golden Gate and the Company announced a definitive agreement under which Golden Gate, through its affiliates Talon Holdings, Inc. and Talon Merger Sub, Inc., will acquire all of the outstanding shares of Tollgrade in an all-cash transaction for $10.10 per share. The Proposed Transaction is valued at approximately $137 million. Given Tollgrade's recent strong performance as well its future growth prospects, the consideration shareholders are to receive is inadequate and significantly undervalues the Company. The Company's Board seeks to induce shareholders to support the Proposed Transaction by filing a materially misleading and incomplete proxy statement which fails to include, or misrepresents, material information about the Proposed Transaction.

On March 14, 2011, the Company filed a Schedule 14A Proxy Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Proxy fails to provide the Company's shareholders with material information and provides them with materially misleading information thereby rendering the shareholders unable to case and informed vote regarding the Proposed Transaction.