The Oklahoman

SandRidge updates strategic review, draws criticism

- Energy Editor awilmoth@oklahoman.com BY ADAM WILMOTH

SandRidge Energy Inc. said Friday it has entered into confidenti­ality agreements with 17 potential bidders, including activist investor Carl Icahn.

Icahn and Tulsa-based Midstates Petroleum Co. Inc., however, responded by accusing the Oklahoma City company of not properly handling the bidding process.

“Management presentati­ons with these potential counterpar­ties have been made and continue to be scheduled,” SandRidge said in Friday’s statement.

The meetings are part of the Oklahoma City-based oil and natural gas producer’s effort to receive and evaluate offers to partner with or buy the company or its assets. Companies and investors have until June 25 to submit indication­s of interest.

The timing is important because SandRidge’s annual meeting is scheduled for Tuesday and the strategic review process has been one of the key points of contention between the company and its largest shareholde­r. Icahn has criticized the SandRidge directors and called the process a “complete sham.” The directors in turn have called Icahn’s attempt to take over the company’s board an attempt to bypass the review process and take over the company without paying a premium.

“In contrast to the continued campaign of misinforma­tion being distribute­d by Carl Icahn, our strategic review process is robust and thorough, and we continue to welcome all interested parties to participat­e,” the company said Friday. “Our goal is both simple and clear — to maximize value for all SandRidge shareholde­rs.”

The directors repeated their claim that Icahn is attempting to place his interests over those of other SandRidge shareholde­rs.

Icahn and Midstates respond

Friday’s letter continued the near-daily barrage of filings between the two parties. Icahn responded hours later with an open letter to SandRidge shareholde­rs criticizin­g the review process.

“This morning, in a lastditch effort to save their lucrative director positions, the SandRidge board provided yet another misleading update about the supposed ‘robust and thorough’ strategic review process they’re conducting,” Icahn said in Friday’s letter.

Icahn said the SandRidge review process places too many restrictio­ns on companies, limiting their ability gather informatio­n and make proper bids.

“As we have stated countless times over the last few months, we believe the facts show the board’s strategic review process is a disingenuo­us sham — window dressing designed to convince shareholde­rs that this board actually wants to maximize value when in reality their primary focus is (and always has been) perpetuati­ng themselves in office.”

Midstates Petroleum also criticized the process Friday.

“While SandRidge has offered a nondisclos­ure agreement (NDA) to Midstates, it would require Midstates to enter into a standstill, which is an unusual requiremen­t for a party that has made a public offer,” the Tulsa company said in Friday’s statement.

SandRidge directors began the review process in March when they rejected an offer by Midstates to buy the company.

The SandRidge shareholde­r vote is set to take place at the company’s annual meeting at 9 a.m. Tuesday at SandRidge’s Oklahoma City headquarte­rs.

The SandRidge board has asked shareholde­rs to re-elect the five incumbent directors and support two Icahn nominees who are not Icahn employees. Icahn has called for shareholde­rs to reject the entire board, instead replacing the five directors with a full slate of seven nominees of his choosing.

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