* Shares fall 1 percent post market
* Company representative not immediately available to
By Anna Driver
Nov 19 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.