Mitsui Chemicals, Inc. (Tokyo) has signed an agreement 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 is intended to make JSR a consolidated subsidiary of Mitsui Chemicals. The company separately announced a shelf registration for new common shares and a wider scope for its planned split-off of its Basic & Green Materials (B&GM) business.
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) plus ¥447.9 billion ($2.8 billion) in interest-bearing debt and other items, with the 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. and DBJ, for cash; those shares are slated to convert to common shares after closing, and DBJ's common shares will be converted into non-voting preferred shares.
Fit with VISION 2030
The deal is intended to support Mitsui Chemicals' “VISION 2030” plan, which pairs a specialty chemicals pillar — Life & Healthcare Solutions, Mobility Solutions and ICT Solutions — with a B&GM pillar centered on petrochemicals. The company said JSR's advanced photoresists, its customer base in the semiconductor and optical fields and its global reach make it a core part of the 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 about ¥40 billion ($253 million) of annual incremental profit by fiscal year 2035 from growth and cost synergies.
Wider portfolio restructuring
Mitsui Chemicals first said in May 2025 that it would consider splitting off B&GM. It will now add its Mobility Solutions business to that scope, with the aim of forming a polymer science company built on 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 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 rating
Funding is to 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, effective Nov. 17, 2026, and running through Nov. 16, 2028, with proceeds directed toward partial repayment of the bridge loan. SMBC Nikko Securities Inc. and Mizuho Securities Co., Ltd. are expected to be the primary underwriters.
JSR results and closing conditions
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. 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.).
The transaction is subject to competition-law and foreign-investment approvals in Japan and overseas. Mitsui Chemicals is aiming 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.