D.R. Horton, Inc. (NYSE:DHI) entered into a definitive merger agreement to acquire Vidler Water Resources, Inc. (NasdaqGS:VWTR) for approximately $290 million on April 13, 2022. D.R. Horton will commence the tender offer to acquire all outstanding shares of Vidler for $15.75 per share. The total equity value of the transaction is approximately $291 million.

Vidler Water Resources, Inc. will be required to pay D.R. Horton, Inc. a termination fee of $10.9 million. The board of directors of Vidler Water Resources, Inc. has unanimously approved the transaction. The board of directors of D.R. Horton, Inc. has approved the transaction.

The transaction is subject to D.R. Horton represents one more Share than 50% of the shares then outstanding and Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or been terminated. As of May 11, 2022, the required waiting period under the HSR Act with respect to the Offer and the Merger expired. The transaction is expected to close during the second calendar quarter of 2022 subject to customary closing conditions.

The offer is scheduled to expire on May 24, 2022. Robyn Zolman, Jonathan Whalen and Jeffrey Chapman of Gibson, Dunn & Crutcher LLP are serving as legal advisors to D.R. Horton. BofA Securities, Inc. is acting as financial advisor to Vidler and Nolan Taylor of Dorsey & Whitney LLP is serving as legal counsel.

Vidler Water Resources, Inc. has received the fairness opinion of the Kroll, LLC, operating through its Duff & Phelps Opinions Practice. Computershare Trust Company, National Association acted as depository bank and D.F. King & Co., Inc. acted information agent to Vidler Water Resources. Computershare Inc. and Computershare Trust Company, LLC acted as depositary and paying agent for the Offer.