Publish Date : 07-Oct-2014
TriCo Bancshares today announced that on October 3, 2014, it completed its previously announced merger with North Valley Bancorp (“North Valley”). Immediately following the closing of the merger, North Valley Bank, a wholly-owned subsidiary of North Valley, merged with and into TriCo’s banking subsidiary, Tri Counties Bank. The merger, which was first announced on January 21, 2014, was concluded following receipt of shareholder approval from both institutions and all required regulatory approvals. Based on financial information as of June 30, 2014, on a pro forma basis, the combined company has approximately $3.5 billion in assets, $3.1 billion in deposits, $2.2 billion in gross loans and 81 branches throughout California -- stretching from Bakersfield in the south to Crescent City in the north.
Richard P. Smith, President & CEO, TriCo Bancshares commented, “We are pleased to announce the completion of our merger with North Valley Bancorp, uniting two banks best known for their superior brands of customer and community service. The next step in our integration strategies will be the conversion of bank data systems and the partnership of North Valley bankers onto our larger combined banking network. We look forward to the opportunities and increased capacities this business combination provides as we further our efforts to build a premier Northern California community bank.” Under the terms of the merger agreement, North Valley shareholders received a fixed exchange ratio of 0.9433 shares of TriCo common stock in exchange for each share of North Valley common stock. Holders of North Valley common stock immediately prior to the merger, as a group, own approximately 28.6% of the outstanding shares of the TriCo common stock immediately after the merger. Based on TriCo’s closing stock price of $23.09 on October 2, 2014, the merger consideration was valued at approximately $21.78 per North Valley share. Immediately prior to the closing, North Valley option holders received cash, net of applicable taxes withheld, for the value of their unexercised stock options in an amount equal to the excess over the exercise price per share, if any, of 0.9433 multiplied by $23.26, which was the weighted average of the closing prices for shares of TriCo common stock as quoted on the NASDAQ Global Select Market for the twenty consecutive trading days ending on October 2, 2014.
Three independent members of North Valley’s board of directors were appointed to the board of directors of TriCo and Tri Counties Bank: J. M. (“Mike”) Wells, Jr., Patrick W. Kilkenny and Martin A. Mariani. In addition, TriCo appointed Michael J. Cushman, North Valley’s President and Chief Executive Officer, to join TriCo as its Executive Vice President, Strategic Initiatives.
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