TPG-Axon Comments on Delaware Court Ruling in Favor of Shareholders in Kallick v SandRidge
- SandRidge Barred From Soliciting Consent Revocations and Those Already
Obtained By SandRidge Declared Invalid -
TPG-Axon, beneficial owner of 7.3 percent of the outstanding shares of
SandRidge Energy, Inc. (NYSE: SD) ('SandRidge? or the 'Company?), noted
Delaware Chancery Court Judge Leo E. Strine Jr.′s ruling that SandRidge
Energy′s Board of Directors violated its fiduciary duty to shareholders
by refusing to approve TPG-Axon's slate of highly-qualified director
nominees for purposes of the Company's 'Proxy Puts'.
As a result of this 'fundamental offense to the dignity of the corporate
office,' the Court barred SandRidge from continuing to solicit consent
revocations until TPG-Axon's director nominees are approved for purposes
of the Proxy Puts and invalidated all consent revocations already
received.
In regards to the ruling, TPG-Axon notes that it is not surprised by the
Court′s decision and reiterates its strong belief that throughout its
consent solicitation SandRidge′s current Board of Directors has acted in
a manner to entrench themselves and prevent a fair process from playing
out. TPG-Axon believes the ruling further demonstrates why SandRidge
directors must be replaced ? time and time again, they have shown
disregard for stockholder, obsequiousness to CEO Tom Ward, and
persistently prioritized their own self-interest.
In its 38-page decision, the Court notes the following:
'?the board has likely acted with an absence of good faith and
reasonableness inconsistent with their fiduciary duties.?
'?the incumbent board′s behavior is redolent more of the pursuit of an
incremental advantage in a close contest, where a small margin may
determine the outcome, than of any good faith concern for the company,
its creditors, or its stockholders.?
'?the incumbent board has admitted it has no basis to doubt the
integrity of the TPG slate or the basic qualifications of that slate
to serve with competence as the directors of a public company??
'Having failed to exercise its discretion in a reasonable manner, the
incumbent board should be enjoined from soliciting consent
revocations, voting any proxies it received from the consent
revocations, and impeding TPG′s consent solicitation in any way until
the incumbent board has approved the TPG slate.?
Dinakar Singh, founder of TPG-Axon, observed that 'This is just the
latest in a pattern of this Board of putting their own interests ahead
of shareholders ? this Board simply has no shame. This is the second
time during our solicitation that this Board has chosen to waste the
Company's resources in a useless court battle in a desperate attempt to
entrench themselves. However, this is hardly surprising, given their
record of presiding over a truly singular degree of value destruction
and mistreatment of shareholders.'
TPG-Axon reminds SandRidge stockholders to submit their GREEN
consent cards in favor of its proposals and director slate prior to
March 13, 2013 to meet the deadline for submitting the consent cards to
Sandridge Energy on March 15, 2013.
For information on TPG-Axon′s proposals and on the process for voting
shares in favor of those proposals, go to www.shareholdersforsandridge.com
or contact MacKenzie Partners, Inc. at (212) 929-5500.
About TPG-Axon Capital
TPG-Axon Capital is a leading global investment firm. Through offices in
New York, London, Hong Kong and Tokyo, TPG-Axon invests across global
markets and asset classes.
TPG-AXON MANAGEMENT LP, TPG-AXON PARTNERS GP, L.P., TPG-AXON GP, LLC,
TPG-AXON PARTNERS, LP, TPG-AXON INTERNATIONAL, L.P., TPG-AXON
INTERNATIONAL GP, LLC, DINAKAR SINGH LLC AND DINAKAR SINGH
(COLLECTIVELY, 'TPG-AXON?) HAS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE 'SEC?) A DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING
CONSENT CARD TO BE USED TO SOLICIT WRITTEN CONSENTS FROM THE
STOCKHOLDERS OF SANDRIDGE ENERGY, INC. IN CONNECTION WITH TPG-AXON'S
INTENT TO TAKE CORPORATE ACTION BY WRITTEN CONSENT. ALL STOCKHOLDERS OF
SANDRIDGE ENERGY, INC. ARE ADVISED TO READ THE DEFINITIVE CONSENT
STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF WRITTEN
CONSENTS BY TPG-AXON, STEPHEN C. BEASLEY, EDWARD W. MONEYPENNY, FREDRIC
G. REYNOLDS, PETER H. ROTHSCHILD, ALAN J. WEBER AND DAN A. WESTBROOK
(COLLECTIVELY, THE 'PARTICIPANTS') FROM THE STOCKHOLDERS OF SANDRIDGE
ENERGY, INC. BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING
ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. THE DEFINITIVE
CONSENT STATEMENT AND FORM OF WRITTEN CONSENT HAVE BEEN FURNISHED TO
SOME OR ALL OF THE STOCKHOLDERS OF SANDRIDGE ENERGY, INC. AND ARE, ALONG
WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEB
SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, TPG-AXON WILL PROVIDE COPIES OF THE DEFINITIVE CONSENT
STATEMENT AND ACCOMPANYING CONSENT CARD WITHOUT CHARGE UPON REQUEST.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR
INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN THE DEFINITIVE
CONSENT STATEMENT ON SCHEDULE 14A FILED BY TPG-AXON WITH THE SEC ON
JANUARY 18, 2013. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE
SOURCES INDICATED ABOVE.
Stockholder inquiries
MacKenzie Partners, Inc.
Dan
Burch or Larry Dennedy, 212-929-5500
or
Media Inquiries
ICR
Anton
Nicholas, Phil Denning, Jason Chudoba
203-682-8200
Anton.Nicholas@icrinc.com
Phil.Denning@icrinc.com
Jason.Chudoba@icrinc.com
