Investors holding at least 16 per cent of retirement village specialist Metlifecare aren't saying if they back a $216 million related-party expansion - although one is largely in favour.

John Phipps of AMP, holding 9.6 per cent, is yet to decide and said he was considering it. Carmel Fisher, managing director of Fisher Funds, with 7 per cent, said her business was in talks with the management "and are awaiting the independent report before deciding which way we will vote".

Craig Tyson, equity investment manager of OnePath with 9 per cent, was mainly positive and listed benefits of the deal to merge with a business owned by majority shareholder Retirement Villages Group and another owned by equity funds managed by Goldman Sachs and Arrow International shareholders.

Tyson said Metlifecare, which proposes to merge with Private Life Care and Vision Senior Living, would be able to boost its Auckland presence with the development of Unsworth Heights and Glenfield sites and increase development experience by integrating with the Vision team, particularly Michael Oliver and Richard Stephenson.

Investors would also see a rise in the number of independent directors from two to four and a commitment from majority shareholder Retirement Villages Group to sell down further below 50 per cent, he said.

"On the face of it, this looks like a good deal for Metlifecare investors."

Metlifecare chairman Peter Brown said criticism of the proximity of parties involved was not valid.

"Your concerns would have more merit if we were selling it for cash but we're taking scrip," he said, predicting no opposition.

"I would be surprised if they would criticise it," he said of shareholders, "but it's down to us to convince them."

Metlifecare hopes to conclude the deal in early July. Shares closed yesterday down 3c at $2.06.

METLIFECARE TARGETS

* Private Life CareFully owned by Metlifecare majority owner Retirement Villages Group.
* RVG to be excluded from voting on the deal because it's a related party.
* Has three retirement villages, all in Auckland.
* Vision Senior Living68pc held by private equity funds managed by Goldman Sachs.
* Rest held by Arrow International Group shareholders.
* Has five operating villages, further two planned.
* 763 retirement units operating, a further 631 units planned.

Source: Metlifecare merger presentation

By Anne Gibson @Anne Gibson Email Anne