Mitsui Chemicals has signed an agreement to acquire JSR Corp. from investment funds managed by JIC Capital, in a transaction valued at ¥1.84 trillion ($11.6 billion) including debt. The deal would make JSR, a 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 (DBJ), which plans to invest ¥200 billion ($1.3 billion). The consideration comprises ¥1.3921 trillion ($8.8 billion) of equity value and ¥447.9 billion ($2.8 billion) of interest-bearing debt and other items, 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 will convert to non-voting preferred shares.
Strategic fit in ICT materials
Mitsui said the deal supports its VISION 2030 plan, which combines a specialty chemicals pillar covering 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 semiconductor and optical fields and global reach make it a core part of Mitsui's ICT Solutions domain, the company said. Mitsui plans to combine its MITSUI PELLICLE products and JSR's advanced photoresists in front-end processes, and 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 first said in May 2025 that it would consider splitting off B&GM. It now plans to add its Mobility Solutions business to that scope, 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. Along with 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.
Funding is to come from a ¥1.64-trillion ($10.4-billion) bridge loan from 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 of closing 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.
JSR subsidiaries and financials
Four JSR affiliates will become specified subsidiaries of Mitsui: Inpria Corp. in Corvallis, Ore.; KBI Biopharma in Durham, N.C.; JSR North America Holdings in Sunnyvale, Calif.; 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 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. Currency conversions are based on an exchange rate of ¥158.2 per $1 on Nov. 9, 2026.