Mitsui Chemicals, Inc. has signed an agreement to acquire JSR Corp. from investment funds managed by JIC Capital, Ltd., in a transaction valued at ¥1.84 trillion ($11.6 billion) including debt. On completion, JSR, a developer and manufacturer of semiconductor materials including photoresists, would become a consolidated subsidiary of Mitsui Chemicals. Mitsui also announced a shelf registration for new common shares and a broader scope for its planned split-off of its Basic & Green Materials (B&GM) business.
Mitsui Chemicals plans to 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 consists of 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 to convert to common shares after closing, while DBJ's common shares would 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 B&GM pillar centered on petrochemicals. Mitsui said JSR's advanced photoresists, customer base in semiconductor and optical fields, and global reach make it a core part of ICT Solutions. The company plans to pair its MITSUI PELLICLE products and JSR's advanced photoresists in front-end processes, and its ICROS Tape and thick-film resists in back-end processes. It targets about ¥40 billion ($253 million) of annual incremental profit by fiscal 2035 from growth and cost synergies.
Mitsui first said in May 2025 that it would consider splitting off B&GM. 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 intends to become more asset-light in underperforming businesses, improve its cash conversion cycle and sell shareholdings. Alongside JSR's review of its non-core life sciences business, which covers contract research and contract development and manufacturing, Mitsui expects benefits representing business value of ¥350 billion ($2.2 billion) or more.
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 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 ($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, half of which is assumed to count as equity. The shelf registration covers up to ¥150 billion of common shares, effective Nov. 17, 2026, through Nov. 16, 2028, with proceeds to repay part of the bridge loan; SMBC Nikko Securities and Mizuho Securities are expected to be primary underwriters.
Four JSR affiliates would become specified subsidiaries of Mitsui Chemicals: Inpria Corp., KBI Biopharma, Inc., JSR North America Holdings, Inc. and JSR Life Sciences, LLC. 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 is targeting completion 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.