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Ademi & O’Reilly, LLP is investigating the Board of Directors of FNB Bancorp (Nasdaq: FNBG) for possible breaches of fiduciary duty and other violations of California law in connection with the sale of FNB to TriCo.

Ademi & O’Reilly, LLP alleges FNB’s long-term financial outlook is improving and yet FNB shareholders will receive $157 for each FNB share.  TriCo is well aware of FNB’s improving financial metrics and is purchasing FNB at a substantial discount. The merger agreement unreasonably limits competing bids for FNB by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should FNB receive and accept a superior bid. FNB insiders, their affiliates and other major shareholders own significant voting stock, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of FNB. Our investigation centers on the conduct of FNB’s Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for FNB given its current financial condition and prospects.