The Securities and Exchange Commission (SEC) has approved the acquisition by SM Prime Holdings Inc. of three malls in China through a share swap.

In a disclosure to the Philippine Stock Exchange, SM Prime said the SEC has given the go-signal for the Sy-owned shopping mall operator to issue 912.9 million of its shares in exchange for 100 percent ownership of Affluent Capital Enterprises and MegaMake Enterprise Ltd.

Owned by the Sy family, Affluent and MegaMake are the holding firms of the three SM malls in mainland China – SM Jinjiang, SM Xiamen, and SM Chengdu.

Under the share swap agreement, SM Prime will issue about 372.5 million new common shares at P1 par value to Oriental Land Development Ltd. in exchange for 100 percent equity in MegaMake, which owns 100 percent of SM Jinjiang. 

SM Prime will also issue 540 million new common shares to Grand China International Ltd. that will be swapped with 100 percent equity in Affluent, which owns SM Xiamen and SM Chengdu. 

Citigroup Global Markets Ltd. and Macquarie Securities (Asia) Pte Ltd. were tapped as financial advisors for the deal. 

SM Prime also engaged PricewaterhouseCoopers Ltd. and Commerce and Finance Law Offices for the transactions in China while Grant Thornton International were hired as independent financial advisers.

The 1.38-million square foot SM Xiamen opened in 2001 while the 1.89 million square foot SM Jinjiang opened in 2005. The 1.39 million square foot SM Chengdu, on the other hand, opened in 2006.

SM Prime also operates SM Supermarkets and Shoemart stores in the Philippines. The Sy family earlier said it was planning to build its fourth mall in China this year and may also expand to other neighboring countries such as India and Vietnam.