This Amendment No. 2 (this “Amendment”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 27, 2022 (together with the exhibits thereto and as
amended or supplemented from time to time, the “Schedule 14D-9”) by Vidler Water Resources, Inc., a Delaware corporation (the “Company”). The Schedule 14D-9
relates to the cash tender offer by Potable Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of D.R. Horton, Inc., a Delaware corporation (“D.R. Horton” or
“Parent”), to acquire all of the issued and outstanding shares of the Company’s common stock, par value $0.001 per share (the “Shares”) at a price per Share equal to $15.75, in cash, subject to any applicable
withholding taxes and without interest. The terms of the tender offer are disclosed in the Tender Offer Statement on Schedule TO filed by Parent and Purchaser with the SEC on April 27, 2022, and is made upon the terms and subject to the
conditions set forth in the Offer to Purchase dated April 27, 2022, and in the related Letter of Transmittal, which were filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9,
respectively.
Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. The information in the Schedule 14D-9 is incorporated into this Amendment by reference to all applicable items in the Schedule
14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein.
| Item 8. |
Additional Information. |
1. Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following new
subsection before the final subsection entitled “Forward-Looking Statements” at the end of such Item 8:
“Final Results of the Offer and
Completion of the Merger.
The Offer expired at one minute following 11:59 p.m. Eastern Time on May 24, 2022. Computershare Trust
Company, LLC, in its capacity as depositary and paying agent for the Offer (the “Depositary”), advised that, as of the expiration of the Offer, a total of 13,597,969 Shares (excluding Shares tendered pursuant to guaranteed delivery
procedures that have not yet been “received”, as defined by Section 251(h)(6)(f) of the DGCL by the “depository” (as such term is defined in Section 251(h)(6)(c) of the DGCL)) were validly tendered and not
validly withdrawn pursuant to the Offer, representing approximately 74.3% of the Shares outstanding as of the expiration of the Offer. In addition, the Depositary has advised that notices of guaranteed delivery have been delivered with respect to
631,909 Shares that have not yet been tendered, representing approximately 3.5% of the outstanding Shares.
As of the expiration of
the Offer, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Tender Condition, as defined in the Offer to Purchase. Promptly after the expiration of the Offer, Purchaser irrevocably accepted
for payment, and expects to promptly pay for, all Shares validly tendered and not validly withdrawn pursuant to the Offer.
As a result of
its acceptance of the Shares tendered in the Offer, Purchaser acquired sufficient Shares to effect the Merger without the affirmative vote of the Company’s stockholders. Accordingly, Parent and Purchaser expect to consummate the Merger on
May 25, 2022 pursuant to Section 251(h) of the DGCL. At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than (1) Shares held by
the Company and its direct or indirect subsidiaries (including Shares held in treasury), (2) Shares held by Parent, Purchaser or any of Parent’s other direct or indirect wholly owned subsidiaries, (3) Shares validly tendered and
irrevocably accepted for payment by Purchaser in the Offer and (4) Shares held by stockholders who have properly exercised their demands for appraisal of such Shares in accordance with Section 262 of the DGCL and have neither withdrawn nor
lost such rights prior to the Effective Time), will be converted into the right to receive $15.75 in cash, without interest and subject to any required tax withholding.
Following the consummation of the Merger, the Shares will be delisted and will cease to trade on the Nasdaq Global Select Market. Parent and
Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of the Company’s reporting obligations under the Exchange Act as promptly as practicable.