The annual meeting of shareholders of Tollgrade Communications will take place on August 5.
Here's a link to Tollgrade's recent communication with its shareholders.
As you can see there, Ramius has set out three dissident nominees: Scott C. Chandler, Edward B. Meyercord III and Jeffrey M. Solomon.
Tollgrade has focused its return fire especially on Chandler. His telecommunications experience, they tell us, consists in "leading Rhythm NetConnections Inc. first into an 'internet bubble' valuation of $9 billion and thereafter into a bankruptcy and liquidation where shareholders ultimately received $0 for their shares...."
Rhythm NetConnections? If memory serves, that was a minor player in the Enron saga, was it not? I'll look into it later this week.
Showing posts with label Tollgrade. Show all posts
Showing posts with label Tollgrade. Show all posts
Sunday, July 26, 2009
Tuesday, May 26, 2009
More on Tollgrade
What exactly do they do?
The company website will tell you that Tollgrade is "a leading provider of service assurance products and services for centralized test systems around the world. Tolllgrade designs, engineers, markets and supports centralized test systems, test access and status monitoring products, and next generation network assurance technologies. Tollgrade's customers range from the top telecom and cable providers, to numerous independent telecom, cable and broadband providers around the world."
What does this mean?
Near as I understand, Tollgrade's equipment allows those telephone companies they service to monitor their lines from a central office, rather than sending repairmen to test wires on location. Its four biggest customers are the regional Bell operating companies: Verizon, BellSouth, SBC, Qwest.
You can find its company history here.
Ramius' complaint is that over the past five years, ending May 13, 2009, Tollgate's stock price is down about 53%. During the same period, the Nasdaq composite is down only 10%.
The problem, in Ramius' view, is a pattern of pouring "excessive amounts of capital into research and development projects as well as ill-conceived and poorly executed acquisitions."
Obviously, R&D is important to a company like Tollgate. Most of its business is devoted to plain old telephone service (POTS), which may soon prove a historic deadend. R&D is essential to adapt the company to the new directions of the telecomm industry.
Still, Ramius presumably would say -- and will say as this dispute roils onward -- that R&D can not be so large a line item as to beggar the here-and-now operational needs of the company.
The company website will tell you that Tollgrade is "a leading provider of service assurance products and services for centralized test systems around the world. Tolllgrade designs, engineers, markets and supports centralized test systems, test access and status monitoring products, and next generation network assurance technologies. Tollgrade's customers range from the top telecom and cable providers, to numerous independent telecom, cable and broadband providers around the world."
What does this mean?
Near as I understand, Tollgrade's equipment allows those telephone companies they service to monitor their lines from a central office, rather than sending repairmen to test wires on location. Its four biggest customers are the regional Bell operating companies: Verizon, BellSouth, SBC, Qwest.
You can find its company history here.
Ramius' complaint is that over the past five years, ending May 13, 2009, Tollgate's stock price is down about 53%. During the same period, the Nasdaq composite is down only 10%.
The problem, in Ramius' view, is a pattern of pouring "excessive amounts of capital into research and development projects as well as ill-conceived and poorly executed acquisitions."
Obviously, R&D is important to a company like Tollgate. Most of its business is devoted to plain old telephone service (POTS), which may soon prove a historic deadend. R&D is essential to adapt the company to the new directions of the telecomm industry.
Still, Ramius presumably would say -- and will say as this dispute roils onward -- that R&D can not be so large a line item as to beggar the here-and-now operational needs of the company.
Monday, May 25, 2009
Tollgrade
Tollgrade Communications, a network-testing company based in Pittsburgh, has responded to the prospect of a proxy contest. The possible dissidents in this case would be Ramius.
Tollgrade's chairman and CEO, Joseph Ferrara, has written to Ramius's principals, along these lines: "Since last spring, after learning that affiliates of Ramius had accumulated close to 10% of the common stock of Tollgrade, we have sought to constructively and respectfully engage with you and other representatives from Ramius. While we remain open to continuing to have those discussions and listening to any ideas and suggestions that Ramius may have on how we may continue to increase value for all shareholders, the disparaging and pejorative tone of your letter and the related press release, together with your overt threat to launch a proxy contest against Tollgrade, does not advance our ability to constructively engage with you or other representatives from Ramius to advance those discussions."
That's too polite folks. Mix it up a bit.
Tollgrade's chairman and CEO, Joseph Ferrara, has written to Ramius's principals, along these lines: "Since last spring, after learning that affiliates of Ramius had accumulated close to 10% of the common stock of Tollgrade, we have sought to constructively and respectfully engage with you and other representatives from Ramius. While we remain open to continuing to have those discussions and listening to any ideas and suggestions that Ramius may have on how we may continue to increase value for all shareholders, the disparaging and pejorative tone of your letter and the related press release, together with your overt threat to launch a proxy contest against Tollgrade, does not advance our ability to constructively engage with you or other representatives from Ramius to advance those discussions."
That's too polite folks. Mix it up a bit.
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