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. Alongside the deal, the company disclosed a shelf registration for new common shares and a widening of the scope of its planned split-off of the Basic & Green Materials (B&GM) business.
Under the agreement, 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), which will invest ¥200 billion ($1.3 billion). The consideration comprises ¥1.3921 trillion ($8.8 billion) of equity value plus ¥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 purchase JSR's Class A and Class B preferred shares from Mizuho Bank, Ltd. and DBJ for cash; those holdings are to convert into common shares after closing, while DBJ's common shares will become non-voting preferred stock.
Fit with the VISION 2030 plan
The purchase is presented as support for Mitsui Chemicals' VISION 2030 plan, which sets a specialty chemicals pillar — Life & Healthcare Solutions, Mobility Solutions and ICT Solutions — alongside a B&GM pillar centered on petrochemicals. Mitsui Chemicals said JSR's advanced photoresists, its customer base in the semiconductor and optical fields and its global reach make the business a core element of the ICT Solutions domain. The company intends to pair its MITSUI PELLICLE products with JSR's advanced photoresists for front-end processes, and its ICROS Tape with thick-film resists for back-end processes. It is targeting roughly ¥40 billion ($253 million) of additional annual profit by fiscal 2035 from growth and cost synergies.
Reshaping the portfolio
Mitsui Chemicals first indicated in May 2025 that it was considering a split-off of B&GM. It now plans to add the Mobility Solutions business to that scope, with the aim of creating a polymer science company whose polymer chain runs from upstream petrochemicals through to downstream functional polymers. The company also intends to become more asset-light in underperforming businesses, shorten its cash conversion cycle and sell shareholdings. Combined with JSR's review of its life sciences operations — contract research and contract development and manufacturing, which JSR treats as non-core — Mitsui Chemicals expects benefits representing ¥350 billion ($2.2 billion) or more of business value.
Funding and rating protection
The purchase is to be funded through a ¥1.64-trillion ($10.4-billion) bridge loan from the company's principal financial institutions and DBJ's ¥200-billion investment. Net debt to EBITDA is expected to exceed 4x temporarily after closing. To preserve an "A"-category credit rating, Mitsui Chemicals 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, capping common share issuance, including treasury shares, at ¥150 billion ($948 million) and arranging ¥300 billion of mezzanine financing, half of which it assumes will count as equity.
Share registration
The shelf registration filed on Nov. 9 covers up to ¥150 billion of common shares, takes effect Nov. 17, 2026 and remains valid through Nov. 16, 2028. Proceeds are earmarked for partial repayment of the bridge loan. SMBC Nikko Securities Inc. and Mizuho Securities Co., Ltd. are expected to act as primary underwriters.
Subsidiaries, results and timetable
Four JSR affiliates are to become specified subsidiaries of Mitsui Chemicals: Inpria Corp. of Corvallis, Ore.; KBI Biopharma, Inc. of Durham, N.C.; JSR North America Holdings, Inc. of Sunnyvale, Calif.; and JSR Life Sciences, LLC, also of 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 requires 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 effect on results for the fiscal year ending March 2027 to be minor. Currency conversions use an exchange rate of ¥158.2 per dollar as of Nov. 9, 2026.