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Case Status:    DISMISSED    
On or around 05/03/2011 (Notice of voluntarily dismissal)

Filing Date: March 28, 2011

According to the complaint, plaintiff brings this class action on behalf of the public stockholders of Tollgrade Communications, Inc., against Tollgrade'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. by means of an unfair process and for an unfair price, and without adequate disclosure of information.

Tollgrade is a Pennsylvania corporation headquartered in Cranberry Township, Pennsylvania. Tollgrade 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.

On February 22, 2011, Golden Fate and the Company announced a definitive agreement under which Golden Date, 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. As described in more detail below, 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.


Sector: Technology
Industry: Software & Programming
Headquarters: United States


Ticker Symbol: TLGD
Company Market: NASDAQ
Market Status: Public (Listed)

About the Company & Securities Data

"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.

In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: W.D. Pennsylvania
DOCKET #: 11-CV-00403
JUDGE: Hon. Arthur J. Schwab
DATE FILED: 03/28/2011
CLASS PERIOD END: 03/28/2011
  1. Levi & Korsinsky, LLP
    30 Broad Street, 15 1h Floor, Levi & Korsinsky, LLP, NY 10004
    212.363.7500 212.363-7171 ·
  2. Pribanic & Pribanic
    513 Court Place, Pribanic & Pribanic, PA 15219
    412.281.8844 412.281.8844 ·
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