Mitsui Chemicals has signed an agreement to acquire JSR Corp. from investment funds managed by JIC Capital, in a transaction valued at ¥1.84 trillion ($11.6 billion) including debt. Under the deal, JSR would become a consolidated subsidiary of Mitsui Chemicals.
Mitsui Chemicals will buy all JSR common shares held by two JIC limited partnerships together with Development Bank of Japan (DBJ), which plans to 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, with the final amount 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 to convert into common shares after closing, while DBJ's common shares will convert into non-voting preferred shares.
Semiconductor materials focus
Mitsui Chemicals said the acquisition 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 would make it a core part of Mitsui's ICT Solutions domain.
The company plans to pair 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 2035 from growth and cost synergies.
Financing and rating protection
Mitsui Chemicals expects to fund the purchase with a ¥1.64 trillion ($10.4 billion) bridge loan from principal financial institutions and DBJ's ¥200 billion investment. Net debt to EBITDA is expected to temporarily exceed 4x after closing. To protect its “A”-category credit rating, the company 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. The plan caps common share issuance, including treasury shares, at ¥150 billion ($948 million) and adds ¥300 billion of mezzanine financing, with 50% 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 to repay part of the bridge loan. SMBC Nikko Securities and Mizuho Securities are expected to be the primary underwriters.
Portfolio changes and conditions
Separately, Mitsui Chemicals is widening the scope of its planned split-off of the Basic & Green Materials business to include Mobility Solutions. It aims to form a polymer science company with an integrated polymer chain from upstream petrochemicals to downstream functional polymers, while becoming more asset-light in underperforming businesses, improving its cash conversion cycle and selling shareholdings. JSR is also reviewing its life sciences business, which it treats as non-core. Mitsui expects benefits representing business value of ¥350 billion ($2.2 billion) or more from these moves.
Four JSR affiliates would become specified subsidiaries of Mitsui Chemicals: Inpria Corp. in Corvallis, Oregon; KBI Biopharma in Durham, North Carolina; JSR North America Holdings in Sunnyvale, California; and JSR Life Sciences 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 Chemicals aims to close in the second half of the fiscal year ending March 2028 and expects a minor impact on results for the fiscal year ending March 2027. Currency conversions use ¥158.2 per $1.