Mitsui Chemicals, Inc. has signed an agreement to acquire JSR Corp. from investment funds managed by JIC Capital, Ltd., in a transaction valued at ¥1.84 trillion ($11.6 billion) including debt. The deal would make JSR, a developer and manufacturer of semiconductor materials including photoresists, a consolidated subsidiary of Mitsui Chemicals.
Mitsui Chemicals will buy all JSR common shares held by JIC PEFJ1 Limited Partnership and JIC PEF1 Limited Partnership, together with Development Bank of Japan Inc. (DBJ), which plans to invest ¥200 billion ($1.3 billion). The consideration includes an equity value of ¥1.3921 trillion ($8.8 billion) and ¥447.9 billion ($2.8 billion) in interest-bearing debt and other items, with the final amount subject to adjustment at closing. Mitsui also expects to acquire JSR's Class A and Class B preferred shares from Mizuho Bank and DBJ for cash. Those shares are due to convert into common shares after closing, while DBJ's common shares will convert into non-voting preferred shares.
Semiconductor materials fit
Mitsui Chemicals says the acquisition supports its VISION 2030 plan, which combines a specialty chemicals pillar—Life & Healthcare Solutions, Mobility Solutions and ICT Solutions—with a Basic & Green Materials pillar centered on petrochemicals. The company said JSR's advanced photoresists, customer base in semiconductor and optical fields, and global reach make it a core part of its ICT Solutions domain.
In front-end processes, Mitsui plans to combine its MITSUI PELLICLE products with JSR's advanced photoresists. In back-end processes, it plans to pair its ICROS Tape with JSR's thick-film resists. Mitsui is targeting annual incremental profit of about ¥40 billion ($253 million) by fiscal year 2035 from growth and cost synergies.
Portfolio and financing changes
Mitsui first said in May 2025 that it would consider splitting off its Basic & Green Materials business. It will now add its Mobility Solutions business to the planned split-off, aiming to form a polymer science company with an integrated polymer chain spanning upstream petrochemicals and downstream functional polymers. The company also plans to become more asset-light in underperforming businesses, improve its cash conversion cycle and sell shareholdings. Alongside JSR's review of its non-core life sciences business, which covers contract research and contract development and manufacturing, Mitsui expects benefits representing business value of ¥350 billion ($2.2 billion) or more.
Funding is set to come from a ¥1.64 trillion ($10.4 billion) bridge loan from Mitsui's principal financial institutions and DBJ's ¥200 billion investment. Net debt/EBITDA is expected to temporarily exceed 4x after closing. To protect its A-category credit rating, Mitsui plans to refinance the bridge loan within one year of closing through bank loans, bonds and equity. It aims to have the equivalent of ¥300 billion ($1.9 billion) recognized as equity by rating agencies, capping common share issuance, including treasury shares, at ¥150 billion ($948 million), and adding ¥300 billion of mezzanine financing, half of which is assumed to count as equity.
Mitsui filed a shelf registration for up to ¥150 billion of common shares. It becomes effective Nov. 17, 2026, and runs through Nov. 16, 2028, with proceeds going toward partial repayment of the bridge loan. SMBC Nikko Securities and Mizuho Securities are expected to be the primary underwriters.
Approvals, affiliates and timing
Four JSR affiliates would become specified subsidiaries of Mitsui Chemicals: Inpria Corp. in Corvallis, Oregon; KBI Biopharma, Inc. in Durham, North Carolina; JSR North America Holdings, Inc. in Sunnyvale, California; and JSR Life Sciences, LLC in Sunnyvale.
JSR reported revenue of ¥440.7 billion ($2.8 billion), consolidated operating profit of ¥40.5 billion ($256 million) and profit attributable to owners of ¥59.3 billion ($375 million) for the fiscal year ended March 2026.
The transaction is subject to competition-law and foreign-investment approvals in Japan and overseas. Mitsui Chemicals aims to close in the second half of the fiscal year ending March 2028 and expects the impact on results for the fiscal year ending March 2027 to be minor. The announced currency conversions use an exchange rate of ¥158.2 per $1.