TPG-Axon Comments on Delaware Court Ruling in Favor of Shareholders in Kallick v SandRidge

  TPG-Axon Comments on Delaware Court Ruling in Favor of Shareholders in
  Kallick v SandRidge

   - SandRidge Barred From Soliciting Consent Revocations and Those Already
                   Obtained By SandRidge Declared Invalid -

Business Wire

NEW YORK -- March 10, 2013

TPG-Axon, beneficial owner of 7.3 percent of the outstanding shares of
SandRidge Energy, Inc. (NYSE: SD) (“SandRidge” or the “Company”), noted
Delaware Chancery Court Judge Leo E. Strine Jr.’s ruling that SandRidge
Energy’s Board of Directors violated its fiduciary duty to shareholders by
refusing to approve TPG-Axon's slate of highly-qualified director nominees for
purposes of the Company's "Proxy Puts".

As a result of this "fundamental offense to the dignity of the corporate
office," the Court barred SandRidge from continuing to solicit consent
revocations until TPG-Axon's director nominees are approved for purposes of
the Proxy Puts and invalidated all consent revocations already received.

In regards to the ruling, TPG-Axon notes that it is not surprised by the
Court’s decision and reiterates its strong belief that throughout its consent
solicitation SandRidge’s current Board of Directors has acted in a manner to
entrench themselves and prevent a fair process from playing out. TPG-Axon
believes the ruling further demonstrates why SandRidge directors must be
replaced – time and time again, they have shown disregard for stockholder,
obsequiousness to CEO Tom Ward, and persistently prioritized their own
self-interest.

In its 38-page decision, the Court notes the following:

  *“…the board has likely acted with an absence of good faith and
    reasonableness inconsistent with their fiduciary duties.”
  *“…the incumbent board’s behavior is redolent more of the pursuit of an
    incremental advantage in a close contest, where a small margin may
    determine the outcome, than of any good faith concern for the company, its
    creditors, or its stockholders.”
  *“…the incumbent board has admitted it has no basis to doubt the integrity
    of the TPG slate or the basic qualifications of that slate to serve with
    competence as the directors of a public company…”
  *“Having failed to exercise its discretion in a reasonable manner, the
    incumbent board should be enjoined from soliciting consent revocations,
    voting any proxies it received from the consent revocations, and impeding
    TPG’s consent solicitation in any way until the incumbent board has
    approved the TPG slate.”

Dinakar Singh, founder of TPG-Axon, observed that "This is just the latest in
a pattern of this Board of putting their own interests ahead of shareholders –
this Board simply has no shame. This is the second time during our
solicitation that this Board has chosen to waste the Company's resources in a
useless court battle in a desperate attempt to entrench themselves. However,
this is hardly surprising, given their record of presiding over a truly
singular degree of value destruction and mistreatment of shareholders."

TPG-Axon reminds SandRidge stockholders to submit their GREEN consent cards in
favor of its proposals and director slate prior to March 13, 2013 to meet the
deadline for submitting the consent cards to Sandridge Energy on March 15,
2013.

For information on TPG-Axon’s proposals and on the process for voting shares
in favor of those proposals, go to www.shareholdersforsandridge.com or contact
MacKenzie Partners, Inc. at (212) 929-5500.

About TPG-Axon Capital

TPG-Axon Capital is a leading global investment firm. Through offices in New
York, London, Hong Kong and Tokyo, TPG-Axon invests across global markets and
asset classes.

TPG-AXON MANAGEMENT LP, TPG-AXON PARTNERS GP, L.P., TPG-AXON GP, LLC, TPG-AXON
PARTNERS, LP, TPG-AXON INTERNATIONAL, L.P., TPG-AXON INTERNATIONAL GP, LLC,
DINAKAR SINGH LLC AND DINAKAR SINGH (COLLECTIVELY, “TPG-AXON”) HAS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) A DEFINITIVE CONSENT
STATEMENT AND ACCOMPANYING CONSENT CARD TO BE USED TO SOLICIT WRITTEN CONSENTS
FROM THE STOCKHOLDERS OF SANDRIDGE ENERGY, INC. IN CONNECTION WITH TPG-AXON'S
INTENT TO TAKE CORPORATE ACTION BY WRITTEN CONSENT. ALL STOCKHOLDERS OF
SANDRIDGE ENERGY, INC. ARE ADVISED TO READ THE DEFINITIVE CONSENT STATEMENT
AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF WRITTEN CONSENTS BY
TPG-AXON, STEPHEN C. BEASLEY, EDWARD W. MONEYPENNY, FREDRIC G. REYNOLDS, PETER
H. ROTHSCHILD, ALAN J. WEBER AND DAN A. WESTBROOK (COLLECTIVELY, THE
"PARTICIPANTS") FROM THE STOCKHOLDERS OF SANDRIDGE ENERGY, INC. BECAUSE THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE
PARTICIPANTS. THE DEFINITIVE CONSENT STATEMENT AND FORM OF WRITTEN CONSENT
HAVE BEEN FURNISHED TO SOME OR ALL OF THE STOCKHOLDERS OF SANDRIDGE ENERGY,
INC. AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON
THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, TPG-AXON WILL PROVIDE
COPIES OF THE DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD
WITHOUT CHARGE UPON REQUEST.

INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR
INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN THE DEFINITIVE CONSENT
STATEMENT ON SCHEDULE 14A FILED BY TPG-AXON WITH THE SEC ON JANUARY 18, 2013.
THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.

Contact:

Stockholder inquiries
MacKenzie Partners, Inc.
Dan Burch or Larry Dennedy, 212-929-5500
or
Media Inquiries
ICR
Anton Nicholas, Phil Denning, Jason Chudoba
203-682-8200
Anton.Nicholas@icrinc.com
Phil.Denning@icrinc.com
Jason.Chudoba@icrinc.com
 
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