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, jointly with Development Bank of Japan Inc. (DBJ), which plans to invest ¥200 billion ($1.3 billion). The consideration comprises an equity value of ¥1.3921 trillion ($8.8 billion) 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 slated to convert to common shares after closing, while DBJ’s common shares will become non-voting preferred shares.
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 said JSR’s advanced photoresists, semiconductor and optical customer base, and global reach would make the business a core part of its ICT Solutions domain. The company 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) in annual incremental profit by fiscal 2035 from growth and cost synergies.
Mitsui Chemicals, which said in May 2025 that it would consider splitting off B&GM, now plans to add its Mobility Solutions business to the split-off scope. 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. Including JSR’s review of its non-core life sciences business—contract research and contract development and manufacturing—Mitsui expects benefits representing business value of at least ¥350 billion ($2.2 billion).
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 its “A”-category credit rating, Mitsui plans to refinance the bridge loan within one year of closing through 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, with 50% assumed to count as equity.
Mitsui filed a shelf registration for up to ¥150 billion of common shares. It becomes effective Nov. 17, 2026, and runs through Nov. 16, 2028; proceeds are to go toward partial repayment of the bridge loan. SMBC Nikko Securities and Mizuho Securities are expected to be the primary underwriters.
Four JSR affiliates would become specified subsidiaries of Mitsui Chemicals: Inpria Corp. in Corvallis, Oregon; KBI Biopharma, Inc. in Durham, North Carolina; JSR North America Holdings, Inc. in Sunnyvale, California; 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 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. Dollar figures use an exchange rate of ¥158.2 per $1.