Mitsui Chemicals, Inc. has signed an agreement to acquire JSR Corp., a Tokyo-based developer and manufacturer of semiconductor materials including photoresists, from investment funds managed by JIC Capital, Ltd. The transaction is valued at ¥1.84 trillion ($11.6 billion), including debt, and would make JSR 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 comprises 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 slated to convert to common shares after closing, while DBJ’s common shares would convert to non-voting preferred shares.
Strategic fit in semiconductor materials
Mitsui Chemicals said the deal supports its VISION 2030 plan, which combines a specialty chemicals pillar—Life & Healthcare Solutions, Mobility Solutions and ICT Solutions—with a Basic & Green Materials (B&GM) pillar centered on petrochemicals. JSR’s advanced photoresists, customer base in semiconductors and optical fields, and global reach are intended to form a core part of Mitsui’s ICT Solutions domain.
The companies plan to combine Mitsui’s MITSUI PELLICLE products and JSR’s advanced photoresists in front-end processes, and ICROS Tape and thick-film resists in back-end processes. Mitsui is targeting annual incremental profit of about ¥40 billion ($253 million) by fiscal year 2035 from growth and cost synergies.
Portfolio and financing moves
Mitsui first said in May 2025 that it would consider splitting off B&GM. It will now add its Mobility Solutions business to the scope, aiming to form a polymer science company with an integrated polymer chain spanning upstream petrochemicals and downstream functional polymers. It also plans to become more asset-light in underperforming businesses, improve its cash conversion cycle and sell shareholdings. Together with JSR’s review of its non-core life sciences business—contract research and contract development and manufacturing—Mitsui expects benefits representing business value of ¥350 billion ($2.2 billion) or more.
Funding is 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 an “A”-category credit rating, Mitsui plans to refinance the bridge loan within one year using 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, of which 50% is assumed to count as equity.
Mitsui filed a shelf registration on Nov. 9 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.
Affiliates, results and approvals
Four JSR affiliates would become specified subsidiaries of Mitsui Chemicals: Inpria Corp., KBI Biopharma, Inc., JSR North America Holdings, Inc. and JSR Life Sciences, LLC. 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 is aiming 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.