The Shareholders Association will vote against a revised, lower takeover offer for the retirement village operator Metlifecare.
The Association holds a number of proxy votes.
The offer from the Swedish backed private equity firm Asia Pacific Village Group of $6 per share is below the mid point of an independent valuation, and well below its original offer of $7 per share, which fell over during the Covid-19 pandemic.
In a letter to shareholders the Association said Metlifecare was not in trouble, so did not need to be bailed out.
"Why would directors recommend this offer for a profitable company which, despite having been the retirement sector laggard, has now actually outperformed its own expectations? Many investors will have bought in to Metlifecare because they saw it as better value than its listed comparators.
"If the company is sold, current investors will lose the opportunity to see this value gap close," the letter said.
The Association questioned why NZ Super Fund, which holds 20 percent of shares, was backing the takeover.
"What is the rationale for New Zealand's sovereign investment fund dumping an existing business when government is keen to see it invest more 'at home'. If it has a 'long term view' then it should be nurturing and helping businesses that do real things instead of effectively aiding the progressive gutting of the local capital market."
"Has the board performed to the standard shareholders expect? Independent directors in other companies have shown that they can act robustly to secure better outcomes for shareholders by striving to resist takeover offers. Or is the problem simply that the actions of NZ Super Fund and the short-term players compromised the ability of the board to negotiate a better price."
For the deal to go ahead, 75 percent of votes must be in favour.
Shareholders would vote on 2 October.