TriCo Bancshares (Tri Counties Bank) completes merger with Valley Republic Bancorp – YubaNet
TriCo Bancshares (NASDAQ: TCBK) (“TriCo”) completed its previously announced merger with Valley Republic Bancorp (OTC: VLLX) (“Valley”) on March 25, 2022. The combined company, trading as TriCo Bancshares with its Bank subsidiary, Tri Counties Bank, expects to have total assets of approximately $10.1 billion following the merger.
“We are thrilled to combine two community-focused financial institutions that are both meaningfully involved in the markets they serve,” said Richard P. Smith, President and CEO of TriCo and Tri Counties Bank. “We look forward to providing our new customers with additional lending capabilities and expanded product offerings while offering our unique brand of Service With Solutions®”
“We view this merger as an important milestone in our company’s history that positions us for continued growth and success,” Smith continued. “Our commitment to delivering value to our customers, communities and shareholders remains our top priority.”
Prior to the merger, Valley had approximately $1.4 billion in assets and its subsidiary, Valley Republic Bank, operated three branches in Bakersfield, one branch in Delano, and a loan origination office in Fresno, California. Valley Republic Bank also merged with and into Tri Counties Bank on March 25, 2022.
Former Valley Republic Banks branches reopened under the Tri Counties brand on Monday, March 28, 2022. Customers now have access to a network of community branches across the Tri Counties California footprint, a nationwide network of more of 37,000 no-charge ATMs, advanced online and mobile banking, and 7-day telephone banking support. Valley Republic Bank customers previously received a welcome guide detailing the transition and benefits of being a customer of all three counties. Team members are ready to help customers, answer questions and process transactions with personalized attention as usual.
With the completion of the merger, TriCo appointed Anthony L. Leggio to its board of directors. Mr. Leggio has served as a director of Valley and Valley Republic Bank since their incorporation in 2016 and 2008, respectively. Mr. Leggio has been President/Director of Bolthouse Properties, LLC, Bakersfield, CA, a diversified real estate development company with commercial, residential and agricultural operations since 2006. He is a director of Tejon Ranch Company (NYSE: TRC), Lebec, CA , a fully diversified and growth-oriented real estate and agribusiness development company since 2012.
Pursuant to the terms of the agreement and plan of merger dated July 27, 2021 between TriCo and Valley, each common share of Valley was converted into the right to receive 0.95 common shares of TriCo, with cash payment in lieu and broken place. TriCo issued approximately 4.1 million common shares in the merger. As a result, former Valley shareholders will own approximately 12% of the outstanding common shares of TriCo immediately following the merger.
Keefe, Bruyette & Woods, A Stifel Company acted as financial advisor to TriCo on the transaction, with Sheppard Mullin, Richter & Hampton LLP as legal advisor. Stephens Inc. acted as financial advisor to Valley on the transaction, with Duane Morris LLP acting as legal advisor.
Share buyback plan
TriCo also announced the resumption of its existing share buyback plan. Pursuant to the repurchase plan previously authorized by the Board of Directors, TriCo may repurchase its outstanding common shares from time to time in open market or privately negotiated transactions, including block transactions, or in accordance with trading plans 10b5-1. Any redemption will be at the discretion of management and will be subject to market conditions, the Company’s share price and other factors. The share buyback plan may be modified, suspended or terminated at any time by the Board of Directors. The plan authorizes the repurchase of a maximum of 1,936,683 additional shares.
About TriCo Bancshares
TCBK is a bank holding company. Established in 1974, Tri Counties Bank is a wholly owned subsidiary of TriCo Bancshares (NASDAQ: TCBK) headquartered in Chico, California, offering a unique brand of customer service with solutions available in traditional stand-alone bank branches and in store in the communities. throughout California. Tri Counties Bank offers a comprehensive and competitive range of personal, small business and corporate banking financial services, as well as 24-hour ATMs and access to online and mobile banking. Brokerage services are provided by Tri Counties Advisors through an affiliation with Raymond James Financial Services, Inc. Visit www.TriCountiesBank.com for more information. FDIC member.
Cautions Regarding Forward-Looking Information
Certain statements in this press release that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, objectives and projections relating to TriCo’s business and operations, which are subject to numerous assumptions, risks and uncertainties. Words such as “believes”, “anticipates”, “likely”, “expected”, “estimated”, “intends” and other similar expressions are intended to identify forward-looking statements, but are not the means proprietary to identify such statements. Please refer to TriCo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as well as TriCo’s other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors. which could cause actual results to differ from those discussed in the forward-looking statements.
Forward-looking statements are not historical facts, but express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and beyond management’s control. It is possible that actual results and results differ, perhaps materially, from the expected results or results indicated in these forward-looking statements. In addition to factors previously disclosed in TriCo’s filings with the SEC, risks and uncertainties that could cause actual results to differ from anticipated results include, but are not limited to: the possibility that one anticipated benefits of the proposed merger are not realized or will not be realized within the anticipated time frame; the risk that the conversion or integration of Valley’s operations with those of TriCo will be materially delayed or be more costly or more difficult than anticipated; diversion of management’s attention from ongoing business operations and opportunities; the challenges of integrating and retaining key employees; the effect of the completion of the merger on customer relationships and results of operations; the possibility that the merger will be more costly to complete than expected, including due to unexpected factors or events; and general competitive, economic, political and market conditions and fluctuations. All forward-looking statements included in this press release are made as of the date hereof and are based on information available at the time of the press release. Except as required by law, TriCo assumes no obligation to update forward-looking statements.