TriCo Bancshares · NASDAQ:TCBK

TriCo Bancshares — Merger or Acquisition (January 2014)

14 slides from TriCo Bancshares's merger presentation, Jan 21, 2014

  1. Slide 1: Merger with North Valley Bancorp

    Merger with North Valley Bancorp Creating the Premier Community Bank in Northern California Investor Presentation January 21, 2014 NASDAQ: TCBK NASDAQ: NOVB

  2. Slide 2: Safe Harbor Statement

    Safe Harbor Statement Certain comments included in this presentation, including any projections of future revenues, cost savings and net income, may involve forward-looking statements, for which TriCo claims the protection of the "safe harbor" provisions created by Federal securities laws. Such forw

  3. Slide 3: Transaction Highlights

    Transaction Highlights  Creates the Premier Community Bank in Northern California (1)  $3.5 billion in total assets  Approximately 80 branches from Bakersfield to the Oregon Border; expands the Tri Counties brand into Humboldt, Trinity, and Sonoma counties  Top 3 deposit market share rank in 15

  4. Slide 4: Merger Summary

    Merger Summary Consideration: 100% Stock to common shareholders; option holders to be cashed out Fixed Exchange Ratio: 0.9433x shares of TCBK common stock for each share of NOVB common stock Transaction Value(1): $178.4 million or $26.09 per share as of 1/17/2014 Ownership Split: 71.4% TCBK / 28.6%

  5. Slide 5: Premier Northern California Community Bank

    Premier Northern California Community Bank Pro Forma Branch Footprint The Greater Redding Area (1) As of 9/30/13 TCBK NOVB Pro Forma Assets($000): $2,632,106 $912,447 $3,544,553 Gross Loans ($000): $1,660,298 $509,092 $2,169,390 Deposits ($000): $2,293,311 $779,770 $3,073,081 TriCo Bancshares (63) N

  6. Slide 6: Strengthening Market Share

    Strengthening Market Share (top 3 position in 58% of its counties)* Market Market Rank Among Pro Forma Branch Franchise by County Share Share Community Deposits # County Branches ($000) Rank (%) Banks 1 Shasta 20 742,894 1 29.22 1 2 Butte 9 683,453 1 22.23 1 3 Nevada 7 223,665 3 13.47 1 4 Humboldt 5

  7. Slide 7: Overview of North Valley Bancorp (NASDAQ: NOVB)

    Overview of North Valley Bancorp (NASDAQ: NOVB) Overview Profitability (MRQ / LTM) (%) Valuation Metrics (%) Headquarters: Redding, CA ROAA: 0.26 / 0.36 Stock Price (as of 1/17/2014) $19.07 Assets ($000): $912,447 ROATCE: 2.59 / 3.51 Price / Tangible Book Value as of 9/30/13 1.36x Deposits ($000): $

  8. Slide 8: Pro Forma Loans & Deposits

    Pro Forma Loans & Deposits Note: Financial data for the quarter ended 9/30/2013. Source: FR Y-9Cs. 8

  9. Slide 9: Transaction Assumptions

    Transaction Assumptions Cost Savings • 40% of NOVB’s 3Q’13 annualized core NIE of $36.1 million One-Time Deal Costs • $19.6 million pre-tax • Loan mark: 3.50% or $17.7 million write-down Gross Loan Mark • Credit mark of 3.0% • Interest rate mark of 0.5% • Securities mark: $4.6 million write-down Oth

  10. Slide 10: Due Diligence

    Due Diligence Due Diligence Highlights Credit Due Diligence  Comprehensive due diligence process  Reviewed individual loan files of approximately $232 million or 46% of  Collaborative analyses by senior outstanding loans as of 10/31/13 management teams  Gross loan mark of 3.50% or $17.7 million

  11. Slide 11: Pro Forma Impact Analysis

    Pro Forma Impact Analysis Impact 2015e EPS Accretion • Double digit EPS accretion (100% phase-in of cost savings during 2015) • Initial TBV dilution of 5.2% as of 9/30/13 TBV Earnback period • Approximately 4 years(1) Internal Rate of Return • Exceeds internal rate of return threshold Capital Ratios

  12. Slide 12: Transaction Pricing Comparison

    Transaction Pricing Comparison Comparable TCBK / Transactions NOVB Median* Price / Tangible Book Value per Share 1.88x 1.69x Core Deposit Premium 11.79% 9.01% Price / 2014e EPS** 25.6x Price / Tangible Book Value per Share of Comparable M&A Targets Core Deposit Premium of Comparable M&A Targets 3.00

  13. Slide 13: Summary

    Summary Strategic Merit Use of Strong Currency Market Expansion #1 Community Banking Low Risk Profile Increases Franchise Value Institution in Northern California Capital Position Allows for Attractive Financial Returns Strong Cultural Fit Continued Growth for Shareholders 13

  14. Slide 14: Contact details for TriCo and North Valley executives

    Richard P. Smith (TriCo) Michael J. Cushman (North Valley) President & Chief Executive Officer President & Chief Executive Officer (530) 898-0300 (x8856) (530) 221-4018 ricksmith@tcbk.com mcushman@novb.com Thomas J. Reddish (TriCo) Kevin Watson (North Valley) EVP & Chief Financial Officer EVP & Chie

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