Mitsui Chemicals has signed an agreement to acquire JSR Corp. from investment funds managed by JIC Capital, in a deal valued at ¥1.84 trillion, or $11.6 billion including debt. The transaction would make JSR, a developer and manufacturer of semiconductor materials including photoresists, a consolidated subsidiary of Mitsui Chemicals. Development Bank of Japan is investing ¥200 billion, or $1.3 billion, alongside Mitsui in the purchase of the JSR common shares held by JIC PEFJ1 and JIC PEF1.
The consideration comprises an equity value of ¥1.3921 trillion, or $8.8 billion, and ¥447.9 billion, or $2.8 billion, in interest-bearing debt and other items, with the final amount subject to adjustment at closing. Mitsui also expects to buy JSR Class A and Class B preferred shares from Mizuho Bank and DBJ for cash. Those shares are due to convert into common shares after closing, while DBJ's common shares will convert into non-voting preferred shares.
Strategic fit
Mitsui said the deal supports its VISION 2030 plan, which combines a specialty chemicals pillar in 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 are intended to form a core part of Mitsui's ICT Solutions domain.
In front-end processes, Mitsui plans to combine its MITSUI PELLICLE products with JSR's advanced photoresists. In back-end processes, it plans to pair its ICROS Tape with JSR's thick-film resists. Mitsui is targeting about ¥40 billion, or $253 million, of annual incremental profit by the fiscal year ending in March 2035 from growth and cost synergies.
Portfolio and financing
Mitsui first said in May 2025 that it would consider splitting off its B&GM business. It now plans to add Mobility Solutions to the scope, aiming to form a polymer science company with an integrated polymer chain from upstream petrochemicals to downstream functional polymers. The company also plans to make underperforming businesses more asset-light, improve its cash conversion cycle and sell shareholdings. Along with JSR's review of its non-core life sciences business, which covers contract research and contract development and manufacturing, Mitsui expects benefits with a business value of at least ¥350 billion, or $2.2 billion.
The purchase will be funded by a ¥1.64 trillion, or $10.4 billion, bridge loan from Mitsui's principal financial institutions and DBJ's ¥200 billion investment. Net debt to EBITDA is expected to exceed 4x temporarily 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, or $1.9 billion, recognized as equity by rating agencies, cap common share issuance including treasury shares at ¥150 billion, or $948 million, and add ¥300 billion of mezzanine financing, half of which is assumed to count as equity.
Mitsui filed a shelf registration on Nov. 9, 2026, for up to ¥150 billion of common shares. The registration becomes effective Nov. 17, 2026, and runs 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.
JSR operations and closing
Four JSR affiliates will become specified subsidiaries of Mitsui: 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, or $2.8 billion, consolidated operating profit of ¥40.5 billion, or $256 million, and profit attributable to owners of ¥59.3 billion, or $375 million, for the fiscal year ended March 2026.
The transaction requires competition-law and foreign-investment approvals in Japan and overseas. Mitsui 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 in the announcement used an exchange rate of ¥158.2 per $1.