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. The transaction is valued at ¥1.84 trillion ($11.6 billion), including debt, and would make JSR a consolidated subsidiary of Mitsui Chemicals.
Mitsui will buy all JSR common shares held by JIC PEFJ1 Limited Partnership and JIC PEF1 Limited Partnership, working with Development Bank of Japan (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 due to convert into common shares after closing, while DBJ’s common shares will become non-voting preferred shares.
Strategic fit
Mitsui said the deal supports its VISION 2030 plan, which combines specialty-chemicals businesses in life and healthcare, mobility, and information and communications technology (ICT) with a Basic & Green Materials pillar centered on petrochemicals. JSR’s advanced photoresists, customer base in semiconductor and optical fields, and global reach would make it a core part of Mitsui’s ICT Solutions domain. Mitsui plans to pair its MITSUI PELLICLE products with JSR’s advanced photoresists in front-end processes, and its ICROS Tape with JSR’s thick-film resists in back-end processes. It targets annual incremental profit of about ¥40 billion ($253 million) by fiscal 2035 from growth and cost synergies.
Portfolio changes and financing
Mitsui first said in May 2025 that it would consider splitting off its Basic & Green Materials business. It now plans to add Mobility Solutions to the scope, aiming to create a polymer science company with an integrated chain from upstream petrochemicals to downstream functional polymers. The company also intends to make underperforming businesses more asset-light, 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.
The acquisition will be funded through a ¥1.64 trillion ($10.4 billion) bridge loan from principal financial institutions and DBJ’s ¥200 billion investment. Mitsui expects net debt to EBITDA to exceed 4x temporarily after closing. To protect its “A”-category credit rating, it 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, cap common share issuance including treasury shares at ¥150 billion ($948 million), and add ¥300 billion of mezzanine financing, half of which is assumed to count as equity.
Mitsui filed a shelf registration on Nov. 9 for up to ¥150 billion of common shares. The registration becomes effective Nov. 17, 2026, and runs through Nov. 16, 2028, with proceeds intended for partial repayment of the bridge loan. SMBC Nikko Securities and Mizuho Securities are expected to be the primary underwriters.
Scope and approvals
Four JSR affiliates would become specified subsidiaries of Mitsui: Inpria Corp. in Corvallis, Oregon; KBI Biopharma in Durham, North Carolina; JSR North America Holdings in Sunnyvale, California; and JSR Life Sciences 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 requires competition-law and foreign-investment approvals in Japan and overseas. Mitsui 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.