TriCo Bancshares (NASDAQ: TCBK) (“TriCo”) has completed its
previously-announced merger with Valley Republic Bancorp (OTC:
VLLX) (“Valley”) as of March 25, 2022. The combined company,
operating as TriCo Bancshares with its banking subsidiary, Tri
Counties Bank, anticipates having total assets of approximately
$10.1 billion as the result of the merger.
“We are excited to combine two community-focused financial
institutions which are both significantly 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 clients
with additional lending capabilities and expanded product offerings
while delivering our unique brand of Service With Solutions®.”
“We see this merger as a significant milestone in our company’s
history that positions us for continued growth and success,”
continued Smith. “Our commitment to provide value to our clients,
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
branch offices in Bakersfield, one branch office in Delano, and one
loan production office in Fresno, California. Valley Republic Bank
also merged with and into Tri Counties Bank on March 25, 2022.
Valley Republic Banks former branches reopened under the Tri
Counties brand on Monday, March 28, 2022. Clients now have access
to a community based branch network throughout Tri Counties’
California footprint, access to a national network of over 37,000
surcharge-free ATMs, advanced online and mobile banking and banker
support by phone 7 days per week. Valley Republic Bank clients
previously received a welcome guide detailing the transition and
the benefits of being a Tri Counties client. Team members are
prepared to assist clients, answer their questions and process
transactions with personalized attention as usual.
With the completion of the merger, TriCo has appointed Anthony
L. Leggio to its board of directors. Mr. Leggio served as a
director of Valley and Valley Republic Bank since incorporation in
2016 and 2008, respectively. Mr. Leggio has been President/Manager
of Bolthouse Properties, LLC, Bakersfield, CA, a diversified real
estate development company with commercial, residential and
agricultural holdings since 2006. He is a director of Tejon Ranch
Company (NYSE: TRC), Lebec, CA, a growth-oriented, fully
diversified real estate development and agribusiness company since
2012.
Pursuant to the terms of the Agreement and Plan of Merger dated
as of July 27, 2021, between TriCo and Valley, each share of Valley
common stock has been converted into the right to receive 0.95
shares of TriCo common stock, with cash to be paid in lieu of
fractional shares. TriCo issued approximately 4.1 million shares of
common stock in the merger. As a result, former Valley shareholders
will own approximately 12% of TriCo’s outstanding common stock
immediately following the merger.
Keefe, Bruyette & Woods, A Stifel Company served as TriCo’s
financial advisors for the transaction, with Sheppard Mullin,
Richter & Hampton LLP acting as its legal advisor. Stephens
Inc. served as Valley’s financial advisors for the transaction,
with Duane Morris LLP acting as its legal advisor.
Stock Repurchase Plan
TriCo also announced the resumption of its existing stock
repurchase plan. Under the repurchase plan previously authorized by
the board of directors, TriCo may repurchase its outstanding shares
of common stock from time to time in open market or
privately-negotiated transactions, including block trades, or
pursuant to 10b5-1 trading plans. Any repurchases will be at
management’s discretion and will be subject to market conditions,
the price of the Company’s shares and other factors. The stock
repurchase plan may be modified, suspended or terminated by the
board of directors at any time. The plan authorizes the repurchase
of up to 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, providing a
unique brand of customer Service with Solutions available in
traditional stand-alone and in-store bank branches in communities
throughout California. Tri Counties Bank provides an extensive and
competitive breadth of consumer, small business and commercial
banking financial services, along with convenient around-the-clock
ATMs, online and mobile banking access. Brokerage services are
provided by Tri Counties Advisors through affiliation with Raymond
James Financial Services, Inc. Visit www.TriCountiesBank.com to
learn more.
Cautionary Statements Regarding Forward-Looking
Information
Certain statements contained in this press release which 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, goals, and projections relating to the
business and operations of TriCo, 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 exclusive means of identifying such
statements. Please refer to TriCo's Annual Report on Form 10-K for
the 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 that could cause actual results to differ
from those discussed in the forward-looking statements.
Forward-looking statements are not historical facts but instead
express only management's beliefs regarding future results or
events, many of which, by their nature, are inherently uncertain
and outside of the management's control. It is possible that actual
results and outcomes may differ, possibly materially, from the
anticipated results or outcomes indicated in these forward-looking
statements. In addition to factors previously disclosed in TriCo’s
filings with the SEC, the risks and uncertainties that could cause
actual results to be different from anticipated results include but
are not limited to: the possibility that any of the anticipated
benefits of the proposed merger will not be realized or will not be
realized within the expected time period; the risk that conversion
or integration of Valley's operations with those of TriCo will be
materially delayed or will be more costly or difficult than
expected; diversion of management's attention from ongoing business
operations and opportunities; the challenges of integrating and
retaining key employees; the effect of the consummation of the
merger on customer relationships and operating results; the
possibility that the merger may be more expensive to complete than
anticipated, including as a result of 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 does not assume any obligation to update any
forward-looking statement.
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version on businesswire.com: https://www.businesswire.com/news/home/20220328005200/en/
Richard Smith, TriCo Bancshares, (530) 898-0300
TriCo Bancshares (NASDAQ:TCBK)
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