TPG-Axon, owner of 6.7% of the outstanding shares of SandRidge Energy, Inc. (NYSE: SD) (the “Company”), today sent a third letter to SandRidge’s Board of Directors.
In the latest letter, TPG-Axon notes that it has filed a lawsuit in Delaware Chancery Court contesting the validity of the declared Initial Consent Date noted in SandRidge’s 8-K, dated December 21, 2012, relating to TPG-Axon’s proposals to amend the Company’s bylaws and remove and replace members of the current Board of Directors.
TPG-Axon also stated that it plans to file consent solicitation documents with the U.S. Securities and Exchange Commission (the “SEC”) today. TPG-Axon is seeking to replace SandRidge’s entire Board of Directors with a slate of directors that are highly qualified, of high integrity, and driven by shareholder interest. After TPG-Axon’s consent solicitation is mailed to SandRidge shareholders in early January, SandRidge shareholders of record as of December 13, 2012 will have up to 60 days to submit their written consent for TPG-Axon’s proposals.
“Sadly, we are not surprised that Tom Ward and the Board of Directors have resorted to shameful tricks to try and confuse shareholders and shorten the period of time in which they have to vote,” said Dinakar Singh, founder and chief executive officer of TPG-Axon Capital. “The actions Tom and the Board have taken over the past several weeks reek of desperation and clearly illustrate their complete disregard for shareholder interests and transparency. Instead of limiting shareholders’ ability to have their say, the Board should be focused on exploring all strategic alternatives to maximize value.”
The letter also outlines actions taken by Tom Ward which TPG-Axon believes directly violate his fiduciary responsibility to shareholders. Specifically, TPG-Axon has asked SandRidge’s Board to either disclose its knowledge of, or investigate instances where, Mr. Ward and his son, Trent Ward, through WCT Resources (an investment vehicle established by Mr. Ward for the benefit of his children) acted in advance of the Company to acquire mineral rights from third parties, and then leased those rights to SandRidge just weeks and months later for a profit.