Mitsui Chemicals, Inc. (Tokyo) has signed an agreement to acquire JSR Corp. (Tokyo), a developer and manufacturer of semiconductor materials including photoresists, from investment funds managed by JIC Capital, Ltd. (Tokyo). Valued at ¥1.84 trillion ($11.6 billion) including debt, the transaction will 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, acting jointly with Development Bank of Japan Inc. (DBJ; Tokyo), which will invest ¥200 billion ($1.3 billion). The price consists of 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 consideration to be adjusted at closing. The buyer also expects to purchase JSR's Class A and Class B preferred shares, held by Mizuho Bank, Ltd. (Tokyo) and DBJ, for cash; those holdings are due to convert into common shares after closing, while DBJ's common shares will be converted into non-voting preferred stock.
Where JSR fits in VISION 2030
Mitsui Chemicals frames the purchase as support for its VISION 2030 plan, which rests on two pillars: a specialty chemicals arm covering Life & Healthcare Solutions, Mobility Solutions and ICT Solutions, and a Basic & Green Materials (B&GM) arm centered on petrochemicals. JSR's advanced photoresists, its customer base in the semiconductor and optical fields and its global reach are presented as making it a core element of the ICT Solutions domain.
The company intends to combine its own 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 annual incremental profit of roughly ¥40 billion ($253 million) by fiscal 2035, to come from growth and cost synergies.
Reshaping the wider portfolio
Mitsui Chemicals first said in May 2025 that it would consider splitting off its B&GM business. It will now widen that scope to include Mobility Solutions, with the aim of creating a polymer science company whose integrated polymer chain runs from upstream petrochemicals to downstream functional polymers. The company also plans to become more asset-light in underperforming businesses, improve its cash conversion cycle and sell shareholdings.
In parallel, JSR is reviewing its life sciences business, which covers contract research and contract development and manufacturing and which JSR treats as non-core. Counting that review alongside its own portfolio moves, Mitsui Chemicals expects benefits representing business value of ¥350 billion ($2.2 billion) or more.
Funding and rating protection
Financing will come from a ¥1.64-trillion ($10.4-billion) bridge loan provided by the company's principal financial institutions, together with DBJ's ¥200-billion investment. Net debt/EBITDA is expected to exceed 4x temporarily after closing. To protect its A-category credit rating, Mitsui Chemicals plans to refinance the bridge loan within one year of closing using bank loans, bonds and equity. It aims to have the equivalent of ¥300 billion ($1.9 billion) recognized as equity by rating agencies, caps common share issuance including treasury shares at ¥150 billion ($948 million), and adds ¥300 billion of mezzanine financing, of which 50% is assumed to count as equity.
The company filed a shelf registration on Nov. 9 for up to ¥150 billion of common shares, effective Nov. 17, 2026 and running through Nov. 16, 2028, with proceeds earmarked for partial repayment of the bridge loan. SMBC Nikko Securities Inc. (Tokyo) and Mizuho Securities Co., Ltd. (Tokyo) are expected to act as primary underwriters.
Subsidiaries and JSR's financials
Four JSR affiliates will become specified subsidiaries of Mitsui Chemicals: Inpria Corp. (Corvallis, Ore.), KBI Biopharma, Inc. (Durham, N.C.), JSR North America Holdings, Inc. (Sunnyvale, Calif.) and JSR Life Sciences, LLC (Sunnyvale, Calif.). 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.
Completion depends on competition-law and foreign-investment approvals in Japan and overseas. Mitsui Chemicals is aiming 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 use an exchange rate of ¥158.2 per $1 as of Nov. 9, 2026.