A proposed split of shopping centre giant Westfield's Australasian and international assets into separate entities faces stiff opposition when securityholders vote on the matter.
Westfield Group wants to merge its Australian and New Zealand business with those of the separately listed Westfield Retail Trust (WRT) to create a new entity, Scentre.
WRT, which was spun off by Westfield Group in 2010, is a joint owner of the Australasian shopping centres.
Westfield Group's international business, which includes malls in Britain and the United States, will become Westfield Corporation.
Westfield believes the split creates more value for investors by allowing the two new entities to pursue their own strategies.
But the Australian Shareholders' Association (ASA) considers the proposed split favours Westfield Group to the detriment of WRT investors.
ASA representative Stephen Mayne says the ASA will vote against the proposed restructure when investors meet in Sydney on Thursday.
"There's a fair chance that the proposal will be voted down. The biggest shareholder, UniSuper, is against it on behalf of 450,000 university workers," he told AAP.
"I think there will be others who will vote against it."
UniSuper, which holds 8.5 per cent of WRT, has publicly opposed Westfield's proposal, and it is believed that that position has not changed.
Mr Mayne said institutional securityholders were divided on the restructure proposal and a vote of only 25 per cent against was needed to derail it.
He said investors were concerned that Scentre would be a much more risky vehicle than WRT is currently.
WRT would be transformed from a co-owner of shopping malls to a company that runs and owns them.
Scentre would also carry more debt and have a lower net asset value than WRT, Mr Mayne said.
If the merger proceeds, Scentre will obtain ownership of Westfield Group's Australasian retail operating platform.
The operating platform handles property management, leasing, design, development, construction, marketing and funds management. It has been valued at $3-$3.5 billion.
Mr Mayne said the ASA was upset that Westfield's founders, the Lowy family, sold out of WRT last year and were now proposing "an unfair deal" for WRT securityholders.
Independent experts appointed by Westfield Group and WRT have said the split would be in the best interests of securityholders.
But some analysts believe the expanding international entity has greater long-term growth opportunities than the mature Australasian operations, and that the merger terms favour Westfield Group.
Earlier this month, Westfield Group sweetened the merger terms for WRT securityholders by reducing the net debt contributed by Westfield Group in the formation of Scentre by $300 million.
Westfield Group said the adjustment improved Scentre Group's financial position and increased net assets.
Westfield Group chairman Frank Lowy, who co-founded Westfield in the late 1950s, will become chairman of both new entities, raising questions over whether the new entities will be totally independent.
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