Mitsui Chemicals, Inc. has signed an agreement to acquire JSR Corp. from investment funds managed by JIC Capital, Ltd. The transaction, valued at ¥1.84 trillion ($11.6 billion) including debt, would make JSR a consolidated subsidiary of Mitsui Chemicals.
Under the terms, Mitsui 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), which will invest ¥200 billion ($1.3 billion). The price comprises an equity value of ¥1.3921 trillion ($8.8 billion) and ¥447.9 billion ($2.8 billion) in interest-bearing debt and other items, with final consideration to be adjusted at closing. Mitsui also expects to acquire JSR's Class A and Class B preferred shares held by Mizuho Bank and DBJ for cash. Those shares are slated to convert to common shares after closing, and DBJ's common shares will be converted to non-voting preferred shares.
Strategic fit
The deal supports Mitsui's VISION 2030 plan, which pairs a specialty-chemicals pillar comprising Life & Healthcare Solutions, Mobility Solutions and ICT Solutions with a B&GM pillar centered on petrochemicals. JSR's advanced photoresists, customer base in semiconductor and optical fields, and global reach make it a core part of Mitsui's ICT Solutions domain. Mitsui plans to combine its MITSUI PELLICLE products and JSR's advanced photoresists in front-end processes, and ICROS Tape and thick-film resists in back-end processes. It is targeting annual incremental profit of about ¥40 billion ($253 million) by fiscal year 2035 from growth and cost synergies.
Portfolio and financing
Mitsui first said in May 2025 that it would consider splitting off B&GM. 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. It also plans to become more asset-light in underperforming businesses, improve its cash conversion cycle and sell shareholdings. Together with JSR's ongoing review of its life sciences business, contract research and contract development and manufacturing, which JSR treats as non-core, Mitsui expects benefits representing business value of ¥350 billion ($2.2 billion) or more.
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 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.
Mitsui filed a shelf registration on Nov. 9 for up to ¥150 billion of common shares. It becomes effective Nov. 17, 2026, and runs through Nov. 16, 2028, with proceeds going toward partial repayment of the bridge loan. The primary underwriters are expected to be SMBC Nikko Securities and Mizuho Securities.
JSR scope and conditions
Four JSR affiliates are set to 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. Currency conversions are based on an exchange rate of ¥158.2 per $1 on Nov. 9, 2026.