Mitsui Chemicals, Inc. (Tokyo) has agreed to acquire JSR Corp. (Tokyo), a developer and manufacturer of semiconductor materials including photoresists, from investment funds managed by JIC Capital, Ltd. (Tokyo). The transaction is valued at ¥1.84 trillion ($11.6 billion) including debt and will 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, jointly with Development Bank of Japan Inc. (DBJ; Tokyo), which will invest ¥200 billion ($1.3 billion). The price 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 final consideration to be adjusted at closing. Mitsui Chemicals also expects to acquire JSR's Class A and Class B preferred shares, held by Mizuho Bank, Ltd. (Tokyo) 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.
Aligning with VISION 2030
The deal supports Mitsui Chemicals' “VISION 2030” plan, which pairs a specialty chemicals pillar — Life & Healthcare Solutions, Mobility Solutions and ICT Solutions — with the B&GM pillar centered on petrochemicals. The company said JSR's advanced photoresists, customer base in the semiconductor and optical fields, and global reach make it a core part of its ICT Solutions domain. Mitsui Chemicals plans 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 annual incremental profit of about ¥40 billion ($253 million) by fiscal year 2035 from growth and cost synergies.
Portfolio reshaping
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 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. Combined with JSR's ongoing 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.
Financing and credit protection
Funding will come from a ¥1.64-trillion ($10.4-billion) bridge loan from the company'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 Chemicals 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.
The company 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. Primary underwriters are expected to be SMBC Nikko Securities Inc. (Tokyo) and Mizuho Securities Co., Ltd. (Tokyo).
Subsidiaries and approvals
Four JSR affiliates will become specified subsidiaries of Mitsui Chemicals: Inpria Corp. (Corvallis, Ore.), KBI Biopharma, Inc. (Durham, N.C.), JSR North America Holdings, Inc. (Sunnyvale, Calif.) and JSR Life Sciences, LLC (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 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.