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 will 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 Chemicals also expects to acquire JSR's Class A and Class B preferred shares, held by Mizuho Bank, Ltd. and DBJ, for cash. Those shares are slated to convert to common shares after closing, while DBJ's common shares will be converted to non-voting preferred shares.
Strategic fit with VISION 2030
The acquisition supports Mitsui Chemicals' "VISION 2030" plan, which combines a specialty chemicals pillar covering 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, customer base in semiconductor and optical fields, and global reach make the company a core part of its ICT Solutions domain.
Mitsui Chemicals plans to combine its MITSUI PELLICLE products and JSR's advanced photoresists in front-end processes, and ICROS Tape and thick-film resists in back-end processes. It is targeting annual incremental profit of about ¥40 billion ($253 million) by fiscal 2035 from growth and cost synergies.
Portfolio changes and financing
Mitsui Chemicals first said in May 2025 that it would consider splitting off its B&GM business. It will now add its Mobility Solutions business to the scope, aiming to form a polymer science company with an integrated polymer chain spanning upstream petrochemicals and downstream functional polymers. The company also plans to become more asset-light in underperforming businesses, improve its cash conversion cycle and sell shareholdings.
Alongside JSR's review of its life sciences business, which JSR treats as non-core, Mitsui Chemicals expects benefits representing business value of ¥350 billion ($2.2 billion) or more. The life sciences operations include contract research and contract development and manufacturing.
Funding will come from a ¥1.64-trillion ($10.4-billion) bridge loan from Mitsui Chemicals' 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 Chemicals plans to refinance the bridge loan within one year of closing using bank loans, bonds and equity.
The company aims to have the equivalent of ¥300 billion ($1.9 billion) recognized as equity by rating agencies, capping common share issuance, including treasury shares, at ¥150 billion ($948 million) and adding ¥300 billion of mezzanine financing, of which 50% is assumed to count as equity. It filed a shelf registration for up to ¥150 billion of common shares, effective Nov. 17, 2026, through Nov. 16, 2028, with proceeds going toward partial repayment of the bridge loan. SMBC Nikko Securities Inc. and Mizuho Securities Co., Ltd. are expected to be the primary underwriters.
Four JSR affiliates will become specified subsidiaries of Mitsui Chemicals:
- Inpria Corp. of Corvallis, Oregon
- KBI Biopharma, Inc. of Durham, North Carolina
- JSR North America Holdings, Inc. of Sunnyvale, California
- JSR Life Sciences, LLC of 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 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.