Mitsui Chemicals, Inc. 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, Ltd. The transaction is valued at ¥1.84 trillion ($11.6 billion) including debt and 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, together with Development Bank of Japan Inc. (DBJ), which will invest ¥200 billion ($1.3 billion). The consideration consists of ¥1.3921 trillion ($8.8 billion) in equity value and ¥447.9 billion ($2.8 billion) in interest-bearing debt and other items, subject to closing adjustments. Mitsui Chemicals 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 semiconductor materials
The acquisition is intended to support Mitsui Chemicals’ “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. Mitsui Chemicals said JSR’s advanced photoresists, customer base in semiconductors and optics, and global reach would make JSR a core part of its ICT Solutions business. The company 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 about ¥40 billion ($253 million) in annual incremental profit by fiscal 2035 from growth and cost synergies.
Portfolio and financing actions
Mitsui Chemicals had said in May 2025 that it would consider splitting off B&GM. It now plans to add Mobility Solutions to the split-off scope, aiming to form a polymer science company with an integrated polymer chain from upstream petrochemicals to downstream functional polymers. It also plans to become more asset-light in underperforming businesses, improve its cash conversion cycle and sell shareholdings. Including JSR’s review of its non-core life sciences business, Mitsui Chemicals expects benefits with a 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 Chemicals 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, half of which is assumed to count as equity.
The company filed a shelf registration for up to ¥150 billion of common shares, effective Nov. 17, 2026, through Nov. 16, 2028, with proceeds to repay part of the bridge loan. SMBC Nikko Securities and Mizuho Securities are expected to be primary underwriters.
JSR scope and approvals
Four JSR affiliates would become specified subsidiaries: Inpria Corp., KBI Biopharma, Inc., JSR North America Holdings, Inc. and JSR Life Sciences, LLC. 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.