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 the Tokyo-based developer and manufacturer of semiconductor materials, including photoresists, a consolidated subsidiary of Mitsui Chemicals.
Mitsui will buy all JSR common shares held by JIC PEFJ1 Limited Partnership and JIC PEF1 Limited Partnership, jointly with Development Bank of Japan Inc. (DBJ), which will invest ¥200 billion ($1.3 billion). The consideration comprises an equity value of ¥1.3921 trillion ($8.8 billion) plus ¥447.9 billion ($2.8 billion) of interest-bearing debt and other items, with the final figure 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 stock after closing, while DBJ's common shares will become non-voting preferred shares.
Fit with VISION 2030
Mitsui frames the purchase as part of its VISION 2030 plan, which pairs 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, its customer base in semiconductor and optical fields and its global reach make it, in Mitsui's account, a core part of the ICT Solutions domain. The company intends to combine its MITSUI PELLICLE products with JSR's advanced photoresists in front-end processes, and its ICROS Tape with thick-film resists in back-end processes. It is targeting about ¥40 billion ($253 million) of annual incremental profit by fiscal 2035 from growth and cost synergies.
Wider portfolio restructuring
Alongside the acquisition, Mitsui has broadened the scope of a split-off it first said in May 2025 it would consider. The B&GM separation will now also include the Mobility Solutions business, with the aim of forming a polymer science company built on an integrated polymer chain spanning upstream petrochemicals and downstream functional polymers. Mitsui also plans to become more asset-light in underperforming businesses, improve its cash conversion cycle and sell shareholdings. Combined with JSR's ongoing review of its life sciences operations — contract research and contract development and manufacturing, which JSR treats as non-core — Mitsui expects benefits representing business value of ¥350 billion ($2.2 billion) or more.
Financing and rating protection
Funding relies on a ¥1.64-trillion ($10.4-billion) bridge loan from Mitsui's principal financial institutions together with DBJ's ¥200-billion investment. Net debt to 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 of closing through bank loans, bonds and equity, and aims to have the equivalent of ¥300 billion ($1.9 billion) recognized as equity by rating agencies. Common share issuance, including treasury shares, is capped at ¥150 billion ($948 million), supplemented by ¥300 billion of mezzanine financing, half of which is assumed to count as equity.
The company filed a shelf registration for up to ¥150 billion of common shares, effective Nov. 17, 2026 and running through Nov. 16, 2028, with proceeds directed toward partial repayment of the bridge loan. SMBC Nikko Securities and Mizuho Securities are expected to act as primary underwriters.
Target assets and timeline
Four JSR affiliates will become specified subsidiaries of Mitsui Chemicals: Inpria Corp. of Corvallis, Ore.; KBI Biopharma, Inc. of Durham, N.C.; and JSR North America Holdings, Inc. and JSR Life Sciences, LLC, both of 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 transaction remains 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. The announced figures use an exchange rate of ¥158.2 per $1.