Mitsui Chemicals, Inc. has signed an agreement to acquire JSR Corp., a 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 will turn JSR into a consolidated subsidiary of the Tokyo-based chemicals group.
Mitsui Chemicals also announced a shelf registration for new common shares and a widened scope for its planned split-off of the Basic & Green Materials (B&GM) business.
Purchase terms and shareholding structure
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 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. and DBJ, for cash. Those shares are due to convert into common shares after closing, while DBJ's common shares will be converted into non-voting preferred shares.
Fit with the VISION 2030 plan
The deal supports Mitsui Chemicals' VISION 2030 plan, which pairs a specialty chemicals pillar covering Life & Healthcare Solutions, Mobility Solutions and ICT Solutions with a B&GM pillar centered on petrochemicals. The company said JSR's advanced photoresists, its customer base in the semiconductor and optical fields and its global reach make it a core part of the ICT Solutions domain.
Mitsui Chemicals intends to combine its 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 about ¥40 billion ($253 million) by fiscal 2035 from growth and cost synergies.
Wider split-off and portfolio moves
Mitsui Chemicals first disclosed in May 2025 that it would consider splitting off the B&GM business. It will now add the Mobility Solutions business to that scope, aiming to form a polymer science company with a polymer chain running 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.
Combined with JSR's review of its life sciences business — contract research and contract development and manufacturing activities that JSR regards as non-core — Mitsui Chemicals expects benefits representing business value of ¥350 billion ($2.2 billion) or more.
Funding and credit rating protection
Funding will come from 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 temporarily exceed 4x 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, capping common share issuance including treasury shares at ¥150 billion ($948 million) and adding ¥300 billion of mezzanine financing, half of which is assumed to count as equity.
The shelf registration, filed on Nov. 9 for up to ¥150 billion of common shares, takes effect Nov. 17, 2026, and runs through Nov. 16, 2028. Proceeds will go toward partial repayment of the bridge loan, with SMBC Nikko Securities Inc. and Mizuho Securities Co., Ltd. expected to act as primary underwriters.
Subsidiaries, results and approvals
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.
The transaction is subject to 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 use an exchange rate of ¥158.2 per $1 as of Nov. 9, 2026.