This Amendment No. 1 (the “Amendment”) amends and supplements the
Tender Offer Statement on Schedule TO (as amended and together with any amendments and supplements thereto, the “Schedule TO”) filed with the Securities and Exchange Commission on April 27, 2022 by Potable Merger Sub,
Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of D.R. Horton, Inc. (“Parent”), a Delaware corporation. The Schedule TO relates to the tender offer to purchase all outstanding shares of
common stock, par value $0.001 per share (individually, a “Share” and collectively, the “Shares”), of Vidler Water Resources, Inc. (“VWTR”), a Delaware corporation, for $15.75 per Share, net to the
seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 27, 2022 (together with any amendments and supplements thereto, the
“Offer to Purchase”), and the related Letter of Transmittal (together with any amendments and supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”),
copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of April 13, 2022, by and among Parent, Purchaser and VWTR (the “Merger
Agreement”), a copy of which is attached hereto as Exhibit (d)(1) and is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO.
All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 in the
Schedule TO, and is supplemented by the information specifically provided in the Schedule TO. This Amendment should be read together with the Schedule TO.
Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase.
This Amendment is being filed to amend and supplement Item 11 as reflected below.
| Item 11. |
Additional Information. |
Item 11 of the Schedule TO (and Items 1 through 11 of the Schedule TO, to the extent such items incorporate by reference the information contained in the
Offer to Purchase) and the disclosures under Section 15 – “Conditions of the Offer” and Section 16 – “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase are hereby amended and supplemented
as follows:
The following sentence is hereby inserted at the end of Section 15 — “Conditions of the Offer” of the
Offer to Purchase:
The condition set forth in Section 15(iii) has been satisfied by the expiration of the required HSR Act waiting
period as of May 11, 2022 at 11:59 pm, New York City Time.
The information set forth after the first sentence of the second
paragraph of the subsection titled “Antitrust Compliance” in Section 16 — “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is hereby amended and restated by the paragraph set forth below:
On May 11, 2022 at 11:59 pm, New York City Time, the required waiting period under the HSR Act with respect to the Offer and the
Merger expired. Accordingly, the Required Approvals Condition has been satisfied. The Offer and the Merger continue to be subject to the remaining conditions set forth in Section 15 — “Conditions of the Offer” of the Offer to
Purchase.
