Mitsui Chemicals has agreed to acquire JSR Corp., a Tokyo-based developer and manufacturer of semiconductor materials including photoresists, from investment funds managed by JIC Capital, in a transaction valued at ¥1.84 trillion ($11.6 billion) including debt. The purchase would make JSR a consolidated subsidiary of Mitsui Chemicals.
Under the agreement, Mitsui Chemicals will buy all JSR common shares held by JIC PEFJ1 Ltd. Partnership and JIC PEF1 Ltd. Partnership alongside Development Bank of Japan, which is investing ¥200 billion ($1.3 billion). The consideration comprises ¥1.3921 trillion ($8.8 billion) of equity value plus ¥447.9 billion ($2.8 billion) in interest-bearing debt and other items, with the final figure subject to adjustment at closing. Mitsui Chemicals also expects to buy JSR's Class A and Class B preferred shares from Mizuho Bank and DBJ for cash; those shares are to convert into common stock after closing, while DBJ's common shares will become non-voting preferred shares.
Fit with VISION 2030
The acquisition is intended to reinforce the company's VISION 2030 plan, which rests on a specialty chemicals pillar — Life & Healthcare Solutions, Mobility Solutions and ICT Solutions — alongside a Basic & Green Materials pillar centered on petrochemicals. Mitsui Chemicals said JSR's advanced photoresists, its customer base in semiconductor and optical fields and its global reach make it a core element of the ICT Solutions business. In front-end processes the company plans to pair its MITSUI PELLICLE products with JSR's advanced photoresists, and in back-end processes to combine its ICROS Tape with thick-film resists. It is targeting roughly ¥40 billion ($253 million) of annual incremental profit by fiscal 2035 from growth and cost synergies.
Portfolio reshaping
Mitsui Chemicals said in May 2025 that it would consider splitting off the B&GM business; it now intends to add Mobility Solutions to the scope, aiming to build a polymer science company with a chain running from upstream petrochemicals to downstream functional polymers. The company also plans to become more asset-light in underperforming businesses, shorten its cash conversion cycle and sell shareholdings. Combined with JSR's review of its life sciences operations — contract research and contract development and manufacturing, which JSR treats as non-core — Mitsui Chemicals expects benefits representing business value of ¥350 billion ($2.2 billion) or more.
Financing and balance sheet
Funding is to come from a ¥1.64-trillion ($10.4-billion) bridge loan from the company's principal financial institutions and DBJ's ¥200-billion investment. Net debt/EBITDA is expected to exceed 4x temporarily after closing. To defend an “A”-category credit rating, Mitsui Chemicals plans to refinance the bridge within one year through bank loans, bonds and equity, and aims to have the equivalent of ¥300 billion ($1.9 billion) treated as equity by rating agencies. Common share issuance, including treasury shares, would be capped at ¥150 billion ($948 million), supplemented by ¥300 billion of mezzanine financing, half of which is assumed to count as equity. A shelf registration filed Nov. 9 covers up to ¥150 billion of common shares, effective Nov. 17, 2026, through Nov. 16, 2028, with proceeds earmarked for partial repayment of the bridge loan; SMBC Nikko Securities and Mizuho Securities are expected to be lead underwriters.
Assets, results and timetable
Four JSR affiliates are to become specified subsidiaries: Inpria Corp. (Corvallis, Ore.), KBI Biopharma Inc. (Durham, N.C.), JSR North America Holdings Inc. and JSR Life Sciences LLC (both Sunnyvale, Calif.). 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 deal requires 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 effect on results for the year ending March 2027 to be minor.