Westfield Retail Trust (WRT) warns its shareholders will be worse off if they reject a controversial merger plan with the shopping centre giant.
The planned merger hit a brick wall last week when the shareholder vote was postponed at the last minute amid heated debate about its merits.
A vote on the restructure has been rescheduled for June 20.
WRT is a joint owner of Westfield Group's local shopping centres, and will become Scentre Group, with control of all Westfield operations in Australia and New Zealand, if the merger goes ahead.
Westfield's international operations will be controlled by what will become Westfield Corporation.
A significant number of WRT securityholders believe the proposed restructure favours Westfield Group to the detriment of WRT, and a number of proxy votes lodged last week by WRT securityholders in favour of the proposed merger fell just short of what was needed to push the restructure over the line.
Shortly before WRT investors were due to vote, Westfield Group chairman Frank Lowy said Westfield Group would still seek to split its Australasian arm from its international business even if WRT securityholders did not approve the planned merger.
The Australian and NZ assets could then be run independently of WRT, by a new entity named Newco Australasia.
WRT chairman Richard Warburton said that new information leads the company's independent directors to strengthen their recommendation securityholders approve the merger.
Any move by Westfield Group to separate its business without WRT's involvement is likely to negatively impact WRT, he said.
"After careful consideration the independent board committee believes that the creation of Scentre Group is the preferred option to maximise long term value for securityholders," Mr Warburton said.
A merger would also bring the benefits of a larger, more relevant and flexible investment, he said.
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