UPDATE 2-SandRidge Energy adopts shareholder rights plan

Mon Nov 19, 2012 6:09pm EST

* Shares fall 1 percent post market

* Company representative not immediately available to comment

By Anna Driver

Nov 19 (Reuters) - SandRidge Energy Inc, under fire from shareholders upset about company performance, said on Monday its board of directors adopted a shareholder rights plan that would make it more difficult to take control of the U.S. oil and gas company.

Two large shareholders, TPG-Axon and Mount Kellett Capital Management, this month pressed for the ouster of Chief Executive Tom Ward, citing the company's dismal stock performance and lax board oversight. Since its initial public offering in 2007, SandRidge shares have fallen 78 percent.

With the adoption of the shareholder rights plan, SandRidge will buy more time to talk to its investors while keeping its management and board intact, analysts said.

"Given that they are already under attack, now they are defending their turf," said Paul Hodgson, chief research analyst at GMI Ratings, a corporate governance ratings agency.

The plan would "guard against tactics to gain control of SandRidge without paying all stockholders a premium for that control," SandRidge said in a statement.

The rights plan, if triggered, gives existing shareholders twice as many votes as they normally would have, enough to make a takeover unpalatable.

SandRidge's directors also amended the company's bylaws to make it more difficult for shareholders to make changes to the company's existing board.

A representative for SandRidge was not immediately available to comment on whether the board acted in response to a specific attempt to gain control of the company.

The rights plan is triggered if a person or group acquires 10 percent or more of SandRidge's common stock. The threshold rises to 15 percent in the case of certain institutional investors, the company said.

TPG-Axon, which controls a 6.2 percent stake in the company, has called for SandRidge to consider selling itself, for Ward to step down, and for changes to the board, saying management's strategy has been "incoherent, unpredictable and volatile."

SandRidge has struggled to boost returns in an era of depressed natural gas prices. The company is focusing on drilling for oil in a rock formation in northern Oklahoma and southern Kansas called the Mississippi Lime.

But it recently made a steep cut to its estimates on how much oil it believes it can recover from key wells in the Mississippi Lime, news that disappointed investors.

Shares of SandRidge fell 1 percent to $5.56 in after-hours trading on Monday, after rising 5 percent to $5.62 in regular New York Stock Exchange trade.

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