North Valley Bancorp Shareholder Litigation
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Welcome to the North Valley Bancorp Shareholder Litigation Website

This website has been established to provide general information regarding the North Valley Bancorp Shareholder Litigation. The capitalized terms used on this website and not defined herein shall have the same meanings ascribed to them in the Stipulation of Settlement dated May 18, 2015.

This case is currently pending before Judge Monica Marlow in the Superior Court of the State of California for the County of Shasta (the "Court").

On January 21, 2014, North Valley and TriCo announced the Merger Agreement, pursuant to which North Valley shareholders were to receive 0.9433 TriCo shares in exchange for each share of North Valley they own. On January 24, 2014, Plaintiff filed the Action on behalf of North Valley shareholders in the Court alleging, among other things, that the Individual Defendants breached their fiduciary duties in connection with the Merger by, among other things, failing to conduct a thorough sales process for the Company and agreeing to accept the inadequate consideration in connection with the Merger. Additionally, Plaintiff asserted that TriCo aided and abetted the Individual Defendants' alleged breaches of fiduciary duty. The Parties to the Action litigated the class action by serving requests for production of documents, deposition subpoenas for third parties, preparing and sending a settlement demand, and negotiating the Supplemental Disclosures, among other things. The Parties engaged in extensive arm's-length negotiations concerning a potential resolution of the Action, and after extensive arm's-length negotiations, Plaintiff, through his counsel, and Defendants, through their counsel, reached an agreement in principle, set forth in a Memorandum of Understanding ("MOU"), and further detailed in the Stipulation.

In consideration for the full settlement and release of all claims related to the Merger in the Action, after extensive negotiations among the Parties, the Company disclosed the information set forth in a Definitive Proxy Statement (the "Initial Supplemental Disclosures") and the supplement to the Definitive Proxy (the "Secondary Supplemental Disclosures and collectively with the "Initial Supplemental Disclosures" the "Supplemental Disclosures"). Plaintiff and Plaintiff's Counsel have concluded that the Supplemental Disclosures provided North Valley shareholders with material information sufficient to cast a fully-informed vote on the Merger.2

The Settlement is the product of: (i) Plaintiff's Counsel's independent investigation into the Merger; (ii) Plaintiff's Counsel's review of certain discovery material produced by Defendants at the request of Plaintiff's Counsel; (iii) Plaintiff's Counsel's interviews of Peter Buck, the Managing Director of Investment Banking at Sandler O'Neill, and defendant Michael J. Cushman, the President, Chief Executive Officer, and a director of North Valley; and (iv) Plaintiff's Counsel's determination that the Settlement of the Action is in the best interests of the Settlement Class.

If the Court approves the Settlement, all members of the Settlement Class will release any and all claims relating to the Merger or to matters alleged in the Action, against the Defendants and certain others who are related to Defendants. The exact terms of the release are contained in the Stipulation of Settlement ("Stipulation"), which may be inspected during business hours at the office of the Clerk of the Court, Superior Court of California for Shasta County, 1500 Court Street, Redding, CA 96001.

The Court appointed the law firm Robbins Arroyo LLP to represent the named Plaintiff and Settlement Class.

Although the information in this website is intended to assist you, it does not replace the information contained in the Notice of Pendency of Proposed Settlement of Class Action and Settlement Hearing which can be found and downloaded by clicking on the Case Documents tab above. We recommend that you read the Notice and other relevant case documents carefully.


OBJECT You may write to the Court if you do not like this Settlement.
GO TO THE SETTLEMENT HEARING If you make a written objection, you may ask to speak to the Court about your concerns relating to the Settlement at the Settlement Hearing.
DO NOTHING You may do nothing. If you do nothing, you will give up any rights that you had to sue Defendants and the other Released Persons relating to the legal claims in the case. You will remain a member of the Settlement Class and be bound by the Judgment of the Court.
DEADLINES The Settlement Hearing will take place on October 26, 2015 at 8:30 a.m. The deadline for filing an objection to the Settlement is October 5, 2015.
MORE INFORMATION More information concerning the Settlement can be obtained by writing or calling Darnell Donahue, Esq., Robbins Arroyo LLP, 600 B Street Suite 1900, San Diego, California 92101, 619-525-3990.