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. Upon closing, JSR would become a consolidated subsidiary of Mitsui Chemicals.
The buyer will acquire all JSR common shares held by JIC PEFJ1 Limited Partnership and JIC PEF1 Limited Partnership, jointly with Development Bank of Japan Inc. (DBJ), which plans to invest ¥200 billion ($1.3 billion). The consideration consists of ¥1.3921 trillion ($8.8 billion) in equity value and ¥447.9 billion ($2.8 billion) in interest-bearing debt and other items, subject to adjustment at closing. Mitsui Chemicals 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 convert to non-voting preferred shares.
Strategic fit in electronic materials
Mitsui Chemicals said the deal supports its “VISION 2030” plan, which combines a specialty chemicals pillar—Life & Healthcare Solutions, Mobility Solutions and ICT Solutions—with a Basic & Green Materials (B&GM) pillar centered on petrochemicals. JSR’s advanced photoresists, semiconductor and optical customer base and global reach would make it a core part of Mitsui’s ICT Solutions domain. The company plans to combine 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 is targeting about ¥40 billion ($253 million) in annual incremental profit by fiscal 2035 from growth and cost synergies.
Portfolio and financing moves
Mitsui Chemicals had 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 spanning upstream petrochemicals and downstream functional polymers. It also plans to become more asset-light in underperforming businesses, improve its cash conversion cycle and sell shareholdings. Together with JSR’s review of its non-core life sciences business—contract research and contract development and manufacturing—Mitsui Chemicals 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 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 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 company has filed a shelf registration for up to ¥150 billion of common shares, effective from Nov. 17, 2026, through Nov. 16, 2028, with proceeds intended for partial repayment 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 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.