Arena Resources Update

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dan_s
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Joined: Fri Apr 23, 2010 8:22 am

Arena Resources Update

Post by dan_s »

Frankly, I hate to see ARD go through wth this deal. They are a much stronger company than SD. IMO Fair Value for ARD is north of $40/share. I doubt that any of you own ARD now but if you do I would hang tough and take the merger deal. When the smoke clears on this one, SD is going to look much better as the merger with ARD will give it a production profile more heavily weighted to oil. ARD will soon be replaced in the Sweet-16 by AEZ. - Dan

OKLAHOMA CITY and TULSA, Okla., May 27 /PRNewswire-FirstCall/ -- SandRidge Energy, Inc. (NYSE:SD - News) and Arena Resources, Inc. (NYSE:ARD - News) today jointly announced that they have reached an agreement in principle to settle six of the nine stockholder lawsuits styled as class actions that were filed against Arena and its board of directors relating to the proposed merger of Arena with a wholly owned subsidiary of SandRidge. These lawsuits also name SandRidge as a defendant. The remaining three lawsuits were filed in Oklahoma County State District Court and have been stayed.

Under the terms of the agreement, which remains subject to court approval, the parties have agreed to settle all claims raised, or which could be raised, by the proposed plaintiff class relating to the proposed merger. Pursuant to the terms of the proposed settlement, SandRidge and Arena agreed to amend the merger agreement such that (1) any termination fee payable by SandRidge or Arena to the other on the occurrence of certain events specified in the merger agreement will be payable, at the option of the payor, in cash or in shares of the payor's common stock, (2) a third party that has made an unsolicited written takeover proposal to Arena or SandRidge, as applicable, would not be required to enter into a confidentiality agreement that contained a "standstill" provision in order for Arena or SandRidge, as applicable, to be able to engage in discussions or negotiations with or provide information to, such third party with respect to such takeover proposal, (3) the obligations of SandRidge and Arena to provide information to the other concerning any inquiries regarding takeover proposals will be limited to advising the other that a takeover proposal has been made and the identity of the person making such proposal, and providing a copy of such proposal, and (4) SandRidge and Arena's "matching" rights with respect to a superior takeover proposal made with respect to the other will be limited to one three business day period with respect to such superior takeover proposal. Arena and SandRidge also agreed to make certain additional disclosures in a Current Report on Form 8-K that supplement the information set forth in the Joint Proxy Statement Prospectus, dated May 5, 2010, that was first mailed to stockholders of each company on or about May 7, 2010. SandRidge and Arena noted that there can be no assurance that the court will approve the proposed settlement or that any ultimate settlement will be under the same terms as those contemplated by the agreement.

As previously announced on April 4, 2010, SandRidge, a wholly owned subsidiary of SandRidge, and Arena entered into a definitive merger agreement, pursuant to which Arena would be merged into such wholly owned subsidiary of SandRidge and Arena stockholders would receive 4.7771 shares of SandRidge common stock and $2.50 in cash for each share of Arena common stock. The transaction is subject to the approval of the stockholders of each of SandRidge and Arena and other customary closing conditions. Each company's Special Meeting of Stockholders to consider and vote on the proposed merger will be held on June 8, 2010.

SandRidge

SandRidge Energy, Inc. is a natural gas and oil company headquartered in Oklahoma City, Oklahoma with its principal focus on exploration and production. SandRidge and its subsidiaries also own and operate gas gathering and processing facilities and CO2 treating and transportation facilities and conduct marketing and tertiary oil recovery operations. In addition, Lariat Services, Inc., a wholly-owned subsidiary of SandRidge, owns and operates a drilling rig and related oil field services business. SandRidge focuses its exploration and production activities in West Texas, the Permian Basin, the Mid-Continent, the Cotton Valley Trend in East Texas, the Gulf Coast, and the Gulf of Mexico. SandRidge's internet address is http://www.sandridgeenergy.com/.

Arena

Arena Resources, Inc. is an oil and gas exploration, development and production company with current operations in Texas, Oklahoma, Kansas and New Mexico.
Dan Steffens
Energy Prospectus Group
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