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 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, together with Development Bank of Japan Inc. (DBJ), which will invest ¥200 billion ($1.3 billion). The consideration consists of 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 to convert into common shares after closing, while DBJ’s common shares will convert into non-voting preferred shares.
Strategic fit in semiconductor materials
Mitsui said the acquisition supports its 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. 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 business.
Mitsui 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 2035 from growth and cost synergies.
Portfolio changes widen
Mitsui first said in May 2025 that it would consider splitting off B&GM. It now plans to add its Mobility Solutions business to the 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.
Together with JSR’s review of its life sciences business—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 credit protection
Funding will come from a ¥1.64 trillion ($10.4 billion) bridge loan from Mitsui’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 plans to refinance the bridge loan within one year of closing using bank loans, bonds and equity.
Mitsui aims to have the equivalent of ¥300 billion ($1.9 billion) recognized as equity by rating agencies. It plans to 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.
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. SMBC Nikko Securities and Mizuho Securities are expected to be the primary underwriters.
JSR operations and closing conditions
Four JSR affiliates will become specified subsidiaries of Mitsui: Inpria Corp. in Corvallis, Oregon; KBI Biopharma, Inc. in Durham, North Carolina; JSR North America Holdings, Inc. in Sunnyvale, California; and JSR Life Sciences, LLC, also 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 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.