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 turn JSR into a consolidated subsidiary of Mitsui Chemicals. 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 figure to be adjusted at closing.
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 buyer also expects to purchase JSR's Class A and Class B preferred shares, held by Mizuho Bank, Ltd. and DBJ, for cash. Those preferred shares are slated to convert into common shares after closing, while DBJ's common shares will be converted into non-voting preferred shares.
What the buyer is acquiring
JSR supplies advanced photoresists and serves customers in the semiconductor and optical fields, with global reach. Mitsui Chemicals said those attributes make JSR a core part of its ICT Solutions domain, one of the three specialty businesses grouped under its growth pillar. 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).
Four JSR affiliates would 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.). The list indicates that the acquired perimeter extends beyond photoresists to affiliates based in Oregon, North Carolina and California, including life-sciences and North American holding entities.
Why the assets fit VISION 2030
Mitsui Chemicals' "VISION 2030" plan pairs a specialty chemicals pillar — Life & Healthcare Solutions, Mobility Solutions and ICT Solutions — with a Basic & Green Materials (B&GM) pillar centered on petrochemicals. In semiconductors, the company intends to combine 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. By naming both front-end and back-end combinations, the company is describing a portfolio built around complementary process materials rather than a single product line.
Mitsui Chemicals is targeting roughly ¥40 billion ($253 million) of annual incremental profit by fiscal 2035 from growth and cost synergies. That figure is a company projection tied to integration rather than a realized result, and it is roughly equal to JSR's current consolidated operating profit of ¥40.5 billion.
How the purchase is funded
Funding comes from a ¥1.64-trillion ($10.4-billion) bridge loan from Mitsui Chemicals' principal financial institutions, together with DBJ's ¥200-billion investment. The company expects net debt/EBITDA to temporarily exceed 4x after closing. To protect an "A"-category credit rating, it 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, of which 50% is assumed to count as equity.
The equity component began with a shelf registration filed on Nov. 9 for up to ¥150 billion of common shares. It becomes effective Nov. 17, 2026, runs through Nov. 16, 2028, and its proceeds are earmarked for partial repayment of the bridge loan. SMBC Nikko Securities Inc. and Mizuho Securities Co., Ltd. are expected to be the primary underwriters. On the disclosed terms, deleveraging rests on a mix of bank debt, bonds, mezzanine capital and capped common equity issuance rather than on a single large share sale.
A wider restructuring around the acquisition
The acquisition is not the only portfolio move disclosed. Mitsui Chemicals first said in May 2025 that it would consider splitting off its B&GM business; it will now add its Mobility Solutions business to the scope, aiming to form a polymer science company with an integrated polymer chain spanning upstream petrochemicals and downstream functional polymers. The company also plans to become more asset-light in underperforming businesses, improve its cash conversion cycle and sell shareholdings.
Alongside that, JSR is reviewing its life sciences business — contract research and contract development and manufacturing — which JSR treats as non-core. Taking the acquisition, the wider split-off and JSR's review together, Mitsui Chemicals expects benefits representing business value of ¥350 billion ($2.2 billion) or more.
Approvals, timing and what remains open
The transaction is subject to 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 impact on results for the fiscal year ending March 2027 to be minor. Until then, JSR remains held by the JIC-managed funds, and the announced synergies, the expanded split-off scope and the life-sciences review remain plans rather than completed steps. Currency conversions in the announcement are based on ¥158.2 per $1 on Nov. 9, 2026.