Mitsui Chemicals has signed an agreement to acquire JSR Corp. from investment funds managed by JIC Capital, a move that would make the semiconductor-materials developer a consolidated subsidiary. The transaction is valued at ¥1.84 trillion ($11.6 billion), including debt, and is central to Mitsui’s effort to expand its specialty-chemicals business.
The purchase covers all JSR common shares held by JIC PEFJ1 Limited Partnership and JIC PEF1 Limited Partnership. Mitsui is buying them jointly with the Development Bank of Japan, which will invest ¥200 billion ($1.3 billion). The price comprises ¥1.3921 trillion ($8.8 billion) in equity value and ¥447.9 billion ($2.8 billion) in interest-bearing debt and other items, with the 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 into common shares after closing, while DBJ’s common shares will convert into non-voting preferred shares.
Strategic fit in ICT materials
Mitsui says 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 semiconductor and optical fields, and global reach would make it a core part of Mitsui’s ICT Solutions domain, according to the company. Mitsui plans to pair 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 targets about ¥40 billion ($253 million) in annual incremental profit by fiscal 2035 from growth and cost synergies.
Financing, credit and portfolio changes
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. 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, 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, effective from Nov. 17, 2026, through Nov. 16, 2028, with proceeds intended for partial repayment of the bridge loan. Separately, it is widening the scope of a planned split-off of its Basic & Green Materials business to include Mobility Solutions. The aim is 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, Mitsui expects benefits representing business value of ¥350 billion ($2.2 billion) or more.
Assets, approvals and timing
Four JSR affiliates would become specified subsidiaries of Mitsui: Inpria Corp. in Corvallis, Ore.; KBI Biopharma, Inc. in Durham, N.C.; JSR North America Holdings, Inc. in Sunnyvale, Calif.; and JSR Life Sciences, LLC 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 requires competition-law and foreign-investment approvals in Japan and overseas. Mitsui is targeting closing 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.