Mitsui Chemicals has signed an agreement to acquire JSR Corp. from investment funds managed by JIC Capital, valuing the semiconductor-materials maker at ¥1.84 trillion ($11.6 billion) including debt. The transaction would 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 (DBJ), which will invest ¥200 billion ($1.3 billion). The price 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 final consideration 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
The deal supports Mitsui Chemicals’ VISION 2030 plan, which combines a specialty chemicals pillar covering Life & Healthcare Solutions, Mobility Solutions and ICT Solutions with a Basic & Green Materials pillar centered on petrochemicals. Mitsui said JSR’s advanced photoresists, customer base in 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 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.
Financing and credit protection
Funding will 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 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, 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.
Portfolio changes and approvals
Mitsui Chemicals first said in May 2025 that it would consider splitting off its Basic & Green Materials business. It will now 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. Mitsui 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.
Four JSR affiliates will become specified subsidiaries of Mitsui Chemicals: Inpria Corp. of Corvallis, Oregon; KBI Biopharma of Durham, North Carolina; JSR North America Holdings of Sunnyvale, California; and JSR Life Sciences of 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 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.