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Published on 2/16/2007 in the Prospect News Special Situations Daily.

Pogo Producing to seek strategic alternatives, Third Point continues to criticize CEO, board

By Lisa Kerner

Charlotte, N.C., Feb. 16 - Pogo Producing Co. said its board of directors confirmed that it will explore strategic alternatives for the company, including a possible sale or merger of Pogo or its assets, according to a news release.

But a group of shareholders led by Third Point LLC voiced dissatisfaction with Pogo's financial results and 2007 guidance released Thursday.

"Needless to say, we are disappointed by the results but not surprised - given the company's sad history of failing to meet projections," Third Point chief executive officer Daniel S. Loeb said in a letter to company president and chief executive officer Paul G. Van Wagenen.

"Hiring Goldman, Sachs & Co. and TD Securities Inc. to help the company explore strategic alternatives is a positive step, but we have no faith in the current board's ability to oversee such a process."

Loeb reiterated the shareholders' plan to conduct a proxy contest at the 2007 annual meeting in order to elect new directors comprising a majority of Pogo's board.

The letter was included in a schedule 13D filed with the Securities and Exchange Commission.

Entities advised by Third Point hold 4,615,000 common shares of Pogo, or 7.9% of the common shares outstanding.

Pogo is a Houston-based natural gas production and exploration company.


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