Tollgrade to Acquire Broadband Test Division of Teradyne, Inc.


Acquisition of Software, Hardware and Professional Services Expands Global Footprint of Broadband Network Testing

PITTSBURGH, Pa., May 31 -- Tollgrade Communications, Inc. (NASDAQ:TLGD) today announced that it has reached a definitive agreement to acquire the assets of the Broadband Test Division of Teradyne, Inc. (NYSE:TER).

The Teradyne Broadband Test Division will add a significant European presence of customers for which Teradyne currently provides traditional POTS and DSL testing solutions. Tollgrade will acquire substantially all the assets of this business for $12 million in cash, plus the assumption of specified liabilities, subject to adjustment for certain items. Completion of the acquisition is subject to customary closing conditions, and is expected to occur in the third quarter of 2007. Tollgrade preliminarily expects that the acquisition will be accretive to GAAP earnings per share in fiscal year 2007, and could add up to $10 million to 2007 revenues.

"In February 2006, we acquired the test system business unit of Emerson Network Power, Energy Systems, North America Inc., growing our telephony embedded base by approximately 25%. This acquisition will further expand that embedded base bringing our total worldwide metallic access lines under test to 350 million, which significantly expands our global market share of total metallic access lines under test," said Mark B. Peterson, Tollgrade's President and Chief Executive Officer. "Consistent with the strategy to protect our network assurance leadership while leveraging our expanded global market share, this acquisition adds volume and capability to our already strong broadband service assurance business. We look forward to serving some of the largest and most advanced service providers in Europe and discussing with them how Tollgrade's newest technologies, when integrated into their existing test infrastructures, can help them roll-out triple-play networks and services more quickly and efficiently," added Peterson.

Tollgrade expects to integrate these product lines and the key people who support them into its operations at its home base near Pittsburgh, in addition to maintaining international field offices required to service customers.

About Teradyne's Broadband Test Products

The Broadband Test solutions support 160 million voice lines and 60 million DSL lines worldwide. The primary products of this business include:

o Celerity® is a Central Office-based automated loop qualification test
system that carries out narrowband measurements including insertion
loss, through the existing voice switch test access to accurately pre-
qualify lines in mass-volume for broadband DSL service. The Celerity
system performs scheduled and real-time qualification tests to identify
faults, load coils, loop length and loss, plus minimum guaranteed speed
of each line. Celerity testing detects the presence of line treatment
or termination equipment, i.e. DLC, DAML and PBX, enabling it to
distinguish DSL-ready POTS lines from loops with equipment and services
that prohibit DSL.

o The 4TEL® product line builds on the established copper loop testing
and analysis platform called 4TEL Demand Test (DT). 4TEL DT is a
comprehensive suite of tests that characterize the line from the
exchange to the premises terminations. Measurements are made between
each leg of the pair, from each leg to ground and from each leg to
office battery. Its 4TEL Routine Test product provides the means to
pro-actively test each line in the network on a regular basis. This
functionality, known as routining, allows the service provider to
schedule automated testing for the lines in any or all exchanges. The
4TEL XT Test product extends the capabilities of the basic demand test
by giving the user an additional level of troubleshooting tools. The
Tier 2 (back office) or field technician can now perform diagnostic
testing that identifies service impairments that normally can't be
addressed by a single demand test.

o The LDU 50 test unit provides qualification, provisioning and service
assurance testing of next generation access networks. The LDU 50
supports local loop testing in exchange-based applications as well as
in the extended temperature environment of remote cabinet applications
(DLC, BBDLC, MSAN and FTTC), including those deployed in support of
new IP networks. Its predecessor, the LDU 100, helps network operators
to reduce costs of maintaining and provisioning voice and broadband
data services over a complex copper plant. The LDU is Teradyne's
latest generation test head providing best-in-class physical and
logical testing of triple-play services served from traditional
switched networks, broadband DSLAMs, or new IP-based Fiber-To-The-Node
(FTTN) networks. The LDU supports full 4TEL and Celerity physical loop
test functions, enabling network operators to reduce the cost of
provisioning and maintaining voice and broadband Internet and video
services.

o Support for 4TEL products include software that is backed by a world-
wide professional services organization offering pre-sales support,
installation, project management, helpdesk support, customization, and
on-going system management and improvement through software
maintenance.

About Tollgrade

Tollgrade Communications, Inc. is a leading provider of network service assurance products and services for centralized test systems around the world. Tollgrade designs, engineers, markets and supports centralized test systems, test access and status monitoring products, and next generation network assurance technologies for the broadband marketplace. Tollgrade's customers range from the top RBOCs and Cable providers, to numerous independent telecom, cable and broadband providers around the world. Tollgrade's network testing, measurement and monitoring solutions support the infrastructure of cable and telecom companies offering current and emerging triple play services. Tollgrade, headquartered near Pittsburgh in Cheswick, Pa., and its products and customer reach span over 300 million embedded access lines, more than any other test and measurement supplier. For more information, visit Tollgrade's web site at www.tollgrade.com/ .

Source: Tollgrade Communications, Inc.

CONTACT: Bob Butter of Tollgrade Communications, Inc., Office,
+1-412-820-1347, Cell, +1-412-736-6186, bbutter@tollgrade.com

Web site: www.tollgrade.com/

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