FNB Bancorp (NASDAQ:FNBG) Investor Investigation Over Potential Breaches Of Fiduciary Duties In Acquisition Announced

If you purchased shares of FNB Bancorp (NASDAQ:FNBG) and currently hold any of those NASDAQ:FNBG shares, you have certain options and you should contact the Shareholders Foundation, Inc.

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Company Name(s): 
FNB Bancorp
Affected Securities: 

An investigation on behalf of investors, who currently hold shares of FNB Bancorp (NASDAQ:FNBG), was announced concerning whether the takeover of FNB Bancorp. by TriCo Bancshares is unfair to NASDAQ:FNBG stockholders.

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

On December 11, 2017, TriCo Bancshares and FNB Bancorp entered into an Agreement and Plan of Merger and Reorganization pursuant to which FNB Bancorp (NASDAQ:FNBG) will be merged with and into TriCo Bancshares, with TriCo Bancshares as the surviving corporation. The Merger Agreement provides that each share of FNB Bancorp (NASDAQ:FNBG) common stock issued and outstanding immediately prior to the effective time of the Merger will be canceled and converted into the right to receive 0.98 shares of TriCo common stock (the “Exchange Ratio”), with cash paid in lieu of fractional shares of TriCo common stock. Based on the closing price of TriCo common stock of $41.64 on December 8, 2017, the consideration value was $40.81 per share of FNB Bancorp (NASDAQ:FNBG) common stock or approximately $315.3 million in aggregate.

However, given that each director and certain executive officers of FNB Bancorp (NASDAQ:FNBG) holding an aggregate of approximately 23% of the outstanding FNB Bancorp (NASDAQ:FNBG) common stock, already entered into a shareholder agreement with TriCo Bancshares and FNB Bancorp (NASDAQ:FNBG) pursuant to which he or she agreed, among other things, to vote all shares of FNB Bancorp (NASDAQ:FNBG) Common Stock beneficially owned by him or her in favor of adoption and approval of the Merger Agreement and any other matters required to be approved for the consummation of the Proposed Transaction at any meeting of the shareholders of FNB Bancorp (NASDAQ:FNBG) , the investigation concerns whether the offer is unfair to NASDAQ:FNBG stockholders. More specifically, the investigation concerns whether the FNB Bancorp Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.