January 28, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of North Valley Bancorp (NASDAQ:NOVB) shares, was announced concerning whether the takeover of North Valley Bancorp by TriCo Bancshares for $26.09 per share is unfair NASDAQ:NOVB stockholders.

The investigation by a law firm concerns whether certain officers and directors of North Valley Bancorp breached their fiduciary duties owed to NASDAQ:NOVB investors in connection with the proposed acquisition.

On January 21, 2014, TriCo Bancshares (NASDAQ: TCBK) and North Valley Bancorp jointly announced that the companies have agreed to combine their two leading northern California bank franchises in a transaction valued at approximately $178.4 million. Under the terms of the merger agreement, North Valley Bancorp stockholders will receive a fixed exchange ratio of 0.9433 shares of TriCo Bancshares common stock in exchange for each share of North Valley common stock. Based on TriCo Bancshares closing stock price of $27.66 on January 17, the merger consideration is valued at approximately $26.09 per North Valley Bancorp share.

However, the investigation concerns whether the $26.09-offer is unfair to North Valley Bancorp (NASDAQ:NOVB stockholders. More specifically, the investigation concerns whether the North Valley Bancorp Board of Directors will undertake an adequate sales process, adequately shop the company before entering into any transaction, maximize shareholder value by negotiating the best price, and act in the shareholders' best interests in connection with the proposed sale.

North Valley Bancorp reported that its Net Income increased from $3.05 million in 2011 to $6.29 million in 2012. Shares of North Valley Bancorp (NASDAQ:NOVB) grew from $8.75 per share in Jan. 2011 to as high as $19.83 per share in late 2013.

On January 28, 2014, NASDAQ:NOVB shares closed at $24.50 per share.