Mitsui Chemicals, Inc. has signed an agreement to buy JSR Corp. from investment funds managed by JIC Capital, Ltd., a transaction valued at ¥1.84 trillion ($11.6 billion) including debt that will make the semiconductor materials maker a consolidated subsidiary of the Tokyo-based chemical group.
Mitsui Chemicals will purchase 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 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 figure to be adjusted at closing. Mitsui also expects to buy JSR's Class A and Class B preferred shares from Mizuho Bank and DBJ for cash; those shares are to convert into common stock after closing, while DBJ's common shares will become non-voting preferred shares.
Fit with the VISION 2030 portfolio
The acquisition is meant to reinforce Mitsui Chemicals' VISION 2030 plan, which pairs a specialty chemicals pillar — Life and Healthcare Solutions, Mobility Solutions and ICT Solutions — with a Basic and Green Materials (BGM) pillar centred on petrochemicals. The company said JSR's advanced photoresists, its customer base in semiconductor and optical fields and its global reach make it a core asset for the ICT Solutions domain.
Under the plan, Mitsui would combine its MITSUI PELLICLE products with JSR's advanced photoresists for front-end processes, and its ICROS Tape with thick-film resists for back-end processes. Mitsui is targeting roughly ¥40 billion ($253 million) of annual incremental profit by fiscal 2035 from growth and cost synergies.
Portfolio reshaping and asset-light measures
Mitsui Chemicals said in May 2025 that it would consider splitting off the BGM business; it will now add Mobility Solutions to the scope, aiming to create a polymer science company with an integrated polymer chain running from upstream petrochemicals to downstream functional polymers. It also plans to become more asset-light in underperforming businesses, shorten its cash conversion cycle and sell shareholdings. JSR's own review of its life sciences business — contract research and contract development and manufacturing, which JSR treats as non-core — is expected to contribute to benefits the buyer values at ¥350 billion ($2.2 billion) or more.
Financing and credit rating protection
Funding will come from a ¥1.64-trillion ($10.4-billion) bridge loan from Mitsui's principal financial institutions plus DBJ's ¥200-billion investment. Net debt to EBITDA is expected to exceed 4x temporarily after closing. To protect its "A"-category credit rating, Mitsui plans to refinance the bridge loan within one year of closing through bank loans, bonds and equity, and aims to have the equivalent of ¥300 billion ($1.9 billion) recognised 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 from Nov. 17, 2026 through Nov. 16, 2028, with proceeds earmarked for partial repayment of the bridge loan. SMBC Nikko Securities and Mizuho Securities are expected to be the primary underwriters.
Assets, approvals and timing
Four JSR affiliates will become specified subsidiaries: Inpria Corp. of Corvallis, Oregon; KBI Biopharma, Inc. of Durham, North Carolina; JSR North America Holdings, Inc.; and JSR Life Sciences, LLC, the last two both based in Sunnyvale, California. 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 the impact on results for the fiscal year ending March 2027 to be minor. Currency conversions use a rate of ¥158.2 per dollar.