Mitsui Chemicals, Inc. (Tokyo) has agreed to acquire JSR Corp. (Tokyo) from investment funds managed by JIC Capital, Ltd. (Tokyo), in a transaction valued at ¥1.84 trillion ($11.6 billion) including debt. JSR, which develops and manufactures semiconductor materials such as photoresists, would become a consolidated subsidiary of Mitsui Chemicals.
The Japanese producer also disclosed a shelf registration for new common shares and said it will widen the scope of a previously planned split-off of its Basic & Green Materials (B&GM) business.
Price and share mechanics
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; Tokyo), which will invest ¥200 billion ($1.3 billion). The consideration comprises 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 amount subject to adjustment at closing.
Mitsui Chemicals also expects to buy JSR's Class A and Class B preferred shares from Mizuho Bank, Ltd. (Tokyo) and DBJ for cash. Those shares are slated to convert into common shares after closing, while DBJ's common shares will convert into non-voting preferred shares.
Strategic fit
The purchase aligns with Mitsui Chemicals' “VISION 2030” plan, which sets a specialty chemicals pillar — Life & Healthcare Solutions, Mobility Solutions and ICT Solutions — alongside the 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.
In front-end processes, Mitsui Chemicals intends to combine its MITSUI PELLICLE products with JSR's advanced photoresists; in back-end processes it would pair its ICROS Tape with thick-film resists. The company is targeting roughly ¥40 billion ($253 million) of annual incremental profit by fiscal 2035 from growth and cost synergies.
Portfolio restructuring
Mitsui Chemicals first said in May 2025 that it would consider splitting off B&GM. It now adds Mobility Solutions 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.
JSR is separately reviewing its life sciences business — contract research and contract development and manufacturing — which it treats as non-core. Counting that review, Mitsui Chemicals expects benefits representing business value of ¥350 billion ($2.2 billion) or more.
Financing and credit rating
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/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 through 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 it assumes will count as equity.
The shelf registration, filed Nov. 9, covers up to ¥150 billion of common shares. It takes effect Nov. 17, 2026 and runs through Nov. 16, 2028, with proceeds going toward partial repayment of the bridge loan. SMBC Nikko Securities Inc. (Tokyo) and Mizuho Securities Co., Ltd. (Tokyo) are expected to be the primary underwriters.
JSR businesses 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.). For the fiscal year ended March 2026, 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).
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. Dollar figures are converted at ¥158.2 per $1 as of Nov. 9, 2026.