TriCo Bancshares And North Valley Bancorp Agree To Merge

( - TriCo Bancshares ( TCBK ) announced that it has agreed with North Valley Bancorp ( NOVB ) to combine their northern California bank franchises in a transaction valued at about $178.4 million.

The transaction is expected to be completed by mid-year 2014 and the agreement was unanimously approved by the Board of Directors of each company. Three independent members of North Valley's current Board of Directors will be invited to join TriCo's Board of Directors.

Under terms, North Valley stockholders will receive a fixed exchange ratio of 0.9433 shares of TriCo common stock in exchange for each share of North Valley common stock. In total, North Valley shareholders will own approximately 28.6% of the common stock of the combined company.

TriCo Bancshares said that North Valley option holders will receive cash, net of applicable taxes withheld, for the value of their unexercised stock options as determined prior to closing.

Based on financial information as of September 30, 2013, the combined company will have approximately $3.5 billion in assets, $3.1 billion in deposits, $2.2 billion in gross loans and approximately 80 branches throughout California.

TriCo was advised in this transaction by Keefe, Bruyette & Woods, a Stifel Company, as financial advisor and Bingham McCutchen LLP, as legal counsel. North Valley was advised by Sandler O'Neill + Partners, L.P., as financial advisor and Dodd Mason George LLP, as legal counsel.

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