Mitsui Chemicals has signed an agreement to acquire JSR Corp., a Tokyo-based developer and manufacturer of semiconductor materials including photoresists, from investment funds managed by JIC Capital. The transaction is valued at ¥1.84 trillion ($11.6 billion), including debt, and would make JSR a consolidated subsidiary of Mitsui Chemicals. The companies aim to close in the second half of the fiscal year ending March 2028, subject to competition-law and foreign-investment approvals in Japan and overseas.
Mitsui will buy all JSR common shares held by JIC PEFJ1 Limited Partnership and JIC PEF1 Limited Partnership, together with Development Bank of Japan, which 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) of interest-bearing debt and other items, with the final amount to be adjusted 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.
Portfolio fit
Mitsui said the deal supports its VISION 2030 plan, which combines a specialty chemicals pillar—Life & Healthcare Solutions, Mobility Solutions and ICT Solutions—with a Basic & Green Materials pillar centered on petrochemicals. JSR’s advanced photoresists, customer base in semiconductors and optical fields, and global reach are intended to form a core part of Mitsui’s ICT Solutions domain. In front-end processes, Mitsui plans to combine its MITSUI PELLICLE products with JSR’s advanced photoresists; in back-end processes, it plans to pair its ICROS Tape with thick-film resists. Mitsui is targeting about ¥40 billion ($253 million) in annual incremental profit by fiscal 2035 from growth and cost synergies.
Financing and credit
Funding is to come from a ¥1.64 trillion ($10.4 billion) bridge loan from Mitsui’s principal financial institutions and DBJ’s ¥200 billion investment. Mitsui expects net debt/EBITDA to temporarily exceed 4x after closing. To protect its “A”-category credit rating, it plans to refinance the bridge loan within one year through bank loans, bonds and equity. It 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, half of which is assumed to count as equity.
Mitsui filed a shelf registration for up to ¥150 billion of common shares. It becomes effective Nov. 17, 2026, and runs through Nov. 16, 2028; proceeds are to go toward partial repayment of the bridge loan. SMBC Nikko Securities and Mizuho Securities are expected to be the primary underwriters.
Portfolio reshaping
The acquisition comes alongside changes to Mitsui’s planned split-off of its B&GM business. 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. Mitsui 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 non-core life sciences business—contract research and contract development and manufacturing—Mitsui expects benefits representing business value of ¥350 billion ($2.2 billion) or more.
JSR profile
Four JSR affiliates will become specified subsidiaries of Mitsui: Inpria Corp. in Corvallis, Oregon; KBI Biopharma in Durham, North Carolina; JSR North America Holdings in Sunnyvale, California; and JSR Life Sciences, also in Sunnyvale. For the fiscal year ended March 2026, 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). Mitsui expects the impact on results for the fiscal year ending March 2027 to be minor.