TriCo Bancshares (NasdaqGS:TCBK) entered into an agreement to acquire Valley Republic Bancorp (OTCPK:VLLX) for approximately $160 million on July 22, 2021. This is a stock transaction with offer price of $38.15 per share, based on TriCo's stock price of $40.16 on July 26, 2021. Under the terms of the agreement, Valley shareholders will receive 0.95 share of TriCo's common stock for each share of Valley's common stock, subject to certain potential adjustments. Based on the closing price of TriCo common stock of $40.07 on July 27, 2021, the closing price just prior to the first announcement of the transaction, the total aggregate consideration for the merger is approximately $165.3 million, or an implied value of $38.07 per share of Valley common stock. The aggregate merger consideration of $165.3 million includes $164.7 million in TriCo stock to be issued to Valley shareholders and $0.9 million to be paid in cash to Valley option holders. The closing price of Valley common stock on July 27, 2021 was $33.70. Based on the closing price per share of TriCo common stock on October 25, 2021 (the most recent day for which information was available prior to the printing and mailing of this proxy statement/prospectus) the implied value of the merger consideration payable to holders of Valley common stock is $42.51 per share. The value of the merger consideration will fluctuate until closing based on the value of TriCo's stock. As of November 8, 2021, aggregate merger consideration of $184.8 million includes $180.6 million in TriCo stock to be issued to Valley common shareholders and $4.2 million to be paid in cash to Valley restricted stock and option holders. The merger is expected to qualify as a tax-free reorganization. Upon the close of the transaction, Valley's shareholders will own approximately 12% of the combined company. Valley will merge with and into TriCo, with TriCo as the surviving corporation. In case of termination of the transaction, Valley is required to pay a termination fee of $6.625 million. The Amount of registration fee was $0.17 million

Geraud Smith and Valley team will join TriCo and Geraud Smith will continue leading the combined entity. One director of Valley will join TriCo's Board of Directors. It also provides for one director of Valley to join TriCo's Board of Directors. The transaction is contingent upon approval from Valley's shareholders, receipt by each party of a tax opinion to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, all regulatory approvals, the registration statement being declared effective, the shares of TriCo Common Stock to be issued to the Valley shareholders as the Merger Consideration shall have been approved for listing on Nasdaq, and the holders of no more than ten percent (10%) of the aggregate outstanding shares of Valley Common Stock shall have properly notified Valley under Chapter 13 of the CGCL that they intend to exercise their dissenters' rights. The agreement has been unanimously approved by the Board of Directors of TriCo and Valley. The special meeting of Valley shareholders is to be held on December 17, 2021. On December 17, 2021, the shareholders of Valley Republic Bancorp voted to adopt and approve the Agreement. TriCo and VRB have received regulatory approvals from the Federal Deposit Insurance Corporation and the California Department of Financial Protection and Innovation for the proposed merger of their subsidiary banks, Tri Counties Bank and Valley Republic Bank, immediately following the Merger. TriCo's application to the Board of Governors of the Federal Reserve System seeking approval of the Merger is still pending. As of March 1, 2022, all required federal and state regulatory approvals for the merger have been received. The transaction is expected to close in the fourth quarter of 2021. As of October 22, 2021, the transaction is expected to close in the fourth quarter of 2021 or the first quarter of 2022. As of December 22, 2021, the transaction is expected to close in the first quarter of 2022. The transaction is scheduled to close on or around March 25, 2022. The transaction is expected to be 5.5% accretive to TriCo's earnings per share in 2022, with 1.6% dilution to tangible book value per share, and a tangible book value earn-back of 2 years.

Keefe, Bruyette & Woods acted as financial advisor while David J. Gershon, Keith Gercken, Frank Dworak, John Crisp, Dmitriy Chelnitsky, Michael Chan and Jennifer Redmond of Sheppard, Mullin, Richter & Hampton LLP acted as legal advisor for TriCo. Stephens, Inc. acted as financial advisor and fairness opinion provider while S. Alan Rosen of Duane Morris LLP acted as legal advisor for Valley. Stephanie Manzanares from Broadridge Financial Solutions, Inc. (NYSE:BR) served as a transfer agent for Valley.