Last week Carl Icahn gave Sandridge Energy Inc. (ticker: SD) another poke as he suggested an all-cash offer for the company with a major catch – he wants to decide who goes on the company’s board of directors.
Bloomberg reported that Icahn is the company’s largest shareholder at 13.5%. Icahn said that he has “grave concerns” in regard to the current board’s competency and its “history of making poor decisions on behalf of stockholders.”
Sandridge responds
Icahn stopped the $746 million Bonanza Creek Energy Inc. (ticker: BCEI) merger with Sandridge back in late 2017/early 2018, but continues to steer the company in his favor. Sandridge responded to Icahn on April 9, 2018 with an open letter – excerpts follow:
- Shareholders may demand special meetings at any time, at the request of only 25% of the outstanding shares… every SandRidge director stands for reelection on an annual basis…
- Any shareholder has the ability to make proposals or nominate directors for consideration at the company’s annual meeting by following the procedures outlined in our bylaws…
- SandRidge has specifically offered Icahn Capital, on more than one occasion, the opportunity to submit qualified, independent candidates for the board’s consideration. None have been put forth…
- The SandRidge board has made changes to the company’s leadership team…
- SandRidge is undertaking a formal process to evaluate strategic alternatives, which may include divestment or joint venture opportunities associated with our North Park Basin assets and potential corporate and asset combination options with other companies…
- SandRidge will also evaluate credible offers to acquire the company, including offers from Icahn Capital… To date, Icahn Capital has rejected SandRidge’s offer to participate in this process on the same fair basis as other interested parties…
The full letter can be found here.
$589 million offer rejected
Midstates Petroleum Company, Inc. (ticker: MPO) made an unsolicited public offer on March 20, 2018, to combine the two companies in a stock-for-stock merger at a 60%/40% exchange ratio. Sandridge Energy said that its board of directors, after careful consideration and a detailed technical and financial review, rejected the offer.
