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Tollgrade Sends Letter to Shareholders ; Urges Shareholders to Support the Board's Plans for Transforming Tollgrade By Voting for the Board's Nominees on the WHITE Proxy Card
Thursday, July 02, 2009 11:51 AM


(Source: PRNewswire)trackingPITTSBURGH, July 2 /PRNewswire-FirstCall/ -- Tollgrade Communications, Inc. (Nasdaq: TLGD) today announced that it is has sent the following letter to shareholders:

(Logo: http://www.newscom.com/cgi-bin/prnh/20050603/CLF046LOGO )

Dear Fellow Tollgrade Shareholder:

RE-ELECT TOLLGRADE'S DIRECTORS

VOTE THE WHITE PROXY CARD TODAY

As you decide how to vote at the upcoming 2009 Annual Meeting of the Shareholders of Tollgrade Communications, Inc. to be held on August 5, 2009, ask yourself the following question:

WHO WOULD YOU RATHER HAVE OVERSEEING THE TRANSFORMATION OF TOLLGRADE?

THE TOLLGRADE BOARD, WHICH HAS:

-- Developed a comprehensive plan to transform Tollgrade and reinvigorate

its global franchise by refocusing on Tollgrade's core business and

emphasizing its service assurance offerings to the telecom market. In

2008, the Tollgrade Board retained the investment banking firm of

Needham & Company LLC to help it evaluate a range of strategic

alternatives to enhance shareholder value. At the conclusion of this

process, the Board determined that the most appropriate strategy to

enhance value was to emphasize Tollgrade's service assurance

offerings to the telecom market and capitalize on the strength of its

current customer relationships as it extended its capabilities to next

generation architectures. Our refocused strategy, which involves the

creation of new software offerings and partnerships, allows us to

leverage our strong embedded base of customers, and enhance the value of

our long term relationships and services agreements. Tollgrade also has

the financial flexibility to execute on our refocused strategy, thanks

to our strong balance sheet, which includes no debt and healthy cash

reserves of more than $60 million.

-- Embarked on a plan to enhance telecom industry expertise on the

Tollgrade Board through a comprehensive search process. As part of the

Tollgrade Board's plan to transform Tollgrade and reinvigorate its

global franchise, the Board was unanimous in its view that Tollgrade

would benefit from the addition of independent directors with deep

experience in the telecom sector. Accordingly, the Board retained CT

Partners, a nationally-recognized executive search firm, to assist in

identifying candidates through a comprehensive search process.

-- Appointed veteran telecom executive Edward H. Kennedy as its newest

independent director pursuant to its plan to enhance the telecom

industry expertise of the Tollgrade Board. Mr. Kennedy has over 25 years

of experience in the telecommunications industry including tenures as

the President of Tellabs' North American operations and, prior to

that, as the Chief Executive Officer, President and Co-Founder of Ocular

Networks until its sale to Tellabs. Given Mr. Kennedy's years of

telecom industry experience and technological expertise, as well as his

experience as a business executive and a public company board member, we

expect him to be a tremendous resource to Tollgrade as we refocus

Tollgrade's core business by emphasizing our service assurance

offerings to the telecom market and position Tollgrade for long- term

growth, a return to profitability, market leadership and increasing

returns for investors. Mr. Kennedy is the first candidate to join the

Tollgrade Board who was identified through the comprehensive search

process initiated by the Board to identify independent directors with

deep experience in the telecom sector, and Tollgrade anticipates adding

additional expertise to the Board in the future

-- Sold off non-core assets, including Tollgrade's cable product line

in May 2009 because the line did not support our refocused growth

strategy. The sale of the cable line will afford us the opportunity to

focus more on our core service assurance solutions and the data

correlations aspects of test and measurement.

-- Bolstered cash reserves, with particular emphasis on ensuring that we

build on our current cash and short-term investment position to preserve

significant financial flexibility and appropriate liquidity, an

advantage in a tight financial market when we may be presented with

attractive investment opportunities.

-- Streamlined operations and reduced corporate overhead including: (i)

consolidating functions performed at remote locations in Sarasota,

Florida (acquired from Acterna) and Deerfield, Illinois (acquired from

Teradyne) to our headquarters in Pittsburgh, Pennsylvania; (ii) reducing

the number of members of our senior management team by almost 60%; and

(iii) comprehensively reducing corporate operating expenses and other

costs by more than $6 million annualized, based on Q1 2009 versus Q1

2008. A further $1.5 million in additional annual cost savings are

expected based on actions taken in February of 2009.

-- Strengthened the efficiencies of our supply chain by moving products

representing 80% of our hardware revenue to a new direct fulfillment

model. We expect to move all remaining products to this model by

year's end, allowing us to reduce our internal fixed cost

requirements which should drive improvements to gross margins. We have

also reduced inventories by over $3 million year over year (Q1 2008 to

Q1 of 2009), a reduction of almost 25%.

-- Authorized a $15 million stock buyback program which reflects the faith

that your Board and management have in Tollgrade's growth prospects

and our belief that the current market valuation of Tollgrade's

shares does not reflect Tollgrade's underlying long-term value.



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