Westfield Vs Westfield: Lowys Iron Fist As Restructure Turns Nasty
The giant retail shopping centre group have been accused of looking after their key shareholders following extraordinary scenes at its shareholder meeting yesterday when a crucial vote did not go their way.
The vote on whether to approve the $70 billion restructure of its shopping centre empire was suddenly deferred after proxy votes indicated the deal would not pass.
Westfield Group proposed a break up the retail mammoth along geographic lines, and merge Australian and New Zealand operation with Westfield Retail Trust (WRT) to form Scentre, while Westfield Corp. would operate in international markets in the US, and Europe.
Companies like JB Hi Fi, Dick Smith, David Jones and Myer have hundreds of their stores located in Westfield shopping centres, co owned by Westfield Group and WRT.
Nearly 98% of Westfield Group investors voted in favour of the Scentre Group Merger proposal, which took place yesterday morning.
However, WRT investors were not as enthused – and when proxy votes fell slightly short of the 75% majority needed, an adjournment was called by BT Head of Property Securities, Peter Davidson.
Prior to the WRT vote, Westfield Chairman Frank Lowy warned minority investors he would go ahead with the restructure with or without the support of Westfield Trust shareholders who met to vote that afternoon.
“If the WRT meeting this afternoon does not approve the proposal, it will not diminish our determination to proceed with WDC’s strategic objective of separating the two businesses.
“We will pursue that separation – but without WRT.”
Lowy also threatened to spin off Westfield assets into a rival company that would compete with WRT.
His comments were met with a wave of criticism by WRT shareholders, who criticised the adjournment as a “set up” and said the Westfield board was “incompetent”, reports AFR.
At one point, it got nasty, with Lowy taunting Australian Shareholder Association representative Steve Mayne who had criticised the board’s behaviour as oppressive saying, “had you been such a success in the last 20 years that we should take your advice.”
Another WRT investor said the “debacle” was “an embarrassment to the company and its advisors.”
Westfield Group previously stated it is committed to implementing a strategy to restructure the group along geographic lines and the terms of the current proposal were final.
Shareholders now fear WRT may end up like the ugly sister of the Westfield Group, and also questioned the company’s governance structure.
The Australian also questioned whether a behind-the-scenes play by Westfield precipitated the incredible course of events that took place at the meeting of shareholders in Westfield Retail Trust.
Questions have also been raised about the Companies tax structure which while legal has seen the group pay just 8% tax on billions in profits.
Another vote is set to take place in the next 10 to 14 days.