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 acquisition 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, jointly with Development Bank of Japan Inc. (DBJ). DBJ 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 Chemicals also expects to acquire JSR's Class A and Class B preferred shares from Mizuho Bank, Ltd. and DBJ for cash. Those shares are slated to convert into common shares after closing, while DBJ's common shares will be converted into non-voting preferred shares.
Strategic fit in semiconductor materials
The transaction is intended to support Mitsui Chemicals' 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. Mitsui Chemicals said JSR's advanced photoresists, customer base in semiconductor and optical fields, and global reach would make the business a core part of its ICT Solutions domain.
The company plans to combine its MITSUI PELLICLE products and JSR's advanced photoresists in front-end processes, and its ICROS Tape and thick-film resists in back-end processes. It 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 Chemicals first said in May 2025 that it would consider splitting off its B&GM 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 life sciences business—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.
Funding is expected to come from a ¥1.64 trillion ($10.4 billion) bridge loan from Mitsui Chemicals' 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 Chemicals plans to refinance the bridge loan within one year of closing using bank loans, bonds and equity.
The company 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, of which 50% is assumed to count as equity. It filed a shelf registration on Nov. 9 for up to ¥150 billion of common shares, effective Nov. 17, 2026, through Nov. 16, 2028, with proceeds going toward partial repayment of the bridge loan. SMBC Nikko Securities Inc. and Mizuho Securities Co., Ltd. are expected to be the primary underwriters.
JSR scale and closing conditions
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 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. Currency conversions use an exchange rate of ¥158.2 per $1 on Nov. 9, 2026.