SandRidge Energy Inc., which has been under fire from investors, has adopted a rights plan to counter any offers to take over the company that management deems to be unfair to investors.

The Oklahoma City-based company said the rights plan “is designed to assure that all of SandRidge’s stockholders receive fair and equal treatment in the event of any proposed takeover of the company, to guard against tactics to gain control of SandRidge without paying all stockholders a premium for that control, and to enable all of SandRidge’s stockholders to realize the long-term value of their investment in the company.

“The rights plan is not intended to interfere with any merger or other business combination approved by the board.”

Earlie this month SandRidge investor TPG-Axon Capital called for the exploration and production company to replace its CEO, realign its board of directors and consider the possible sale of the company (see Daily GPI, Nov. 9). TPG-Axon, which owns more than 4.5% of outstanding SandRidge shares, said it invested in the company because “the stock represents extraordinary value,” with a $12-14/share range “realistic and achievable.” But SandRidge stock “has been a disastrous performer,” declining 76% from its initial public offering (IPO) five years ago, TPG-Axon said.

SandRidge shares have been trading at the low end of their 52-week range of $4.81-9.04 on the New York Stock Exchange.

“[Monday’s] actions are designed to protect the interests of all of our stockholders,” SandRidge said. “The board and management look forward to continuing to engage in constructive dialogue with stockholders regarding our plans for the business and remain committed to improving performance and enhancing stockholder value.”

Under the rights plan, SandRidge will make a distribution of one preferred share purchase right for each outstanding share of common stock of the company to stockholders of record on Nov. 29. The rights generally will become exercisable only if a person or group acquires beneficial ownership of 10% or more of SandRidge common stock.

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