Mitsui Chemicals has agreed to acquire semiconductor materials maker JSR for 1.84 trillion yen ($11.6 billion), in a deal that would bring a major photoresist supplier under its control and strengthen its position in the chip supply chain. The companies confirmed the share-purchase agreement on November 9, with Mitsui buying JSR from funds managed by state-backed JIC Capital alongside the Development Bank of Japan (DBJ). According to Mitsui’s November 9 filing, the total acquisition price includes 1.3921 trillion yen in equity value and 447.9 billion yen in interest-bearing debt and other items.
DBJ will invest 200 billion yen as part of the transaction. After closing, its JSR shares are expected to be converted into non-voting preferred shares, leaving Mitsui with 100% of the voting rights and making JSR a consolidated subsidiary. JSR’s announcement also confirms that the share-transfer agreement was signed on November 9. The deal remains subject to competition and foreign-investment approvals in Japan and other markets, with Mitsui targeting completion in the second half of the fiscal year ending March 2028.
JSR develops and manufactures advanced materials, including photoresists used to transfer circuit patterns onto semiconductor wafers. Mitsui says the combined businesses will pool technologies, products, customer bases and global operations, with a focus on advanced photoresists, research and development, and global supply. The company aims to generate around 40 billion yen in additional annual profit by fiscal 2035 through growth and cost synergies.
Mitsui plans to fund the transaction initially with a 1.64 trillion yen bridge loan and DBJ’s 200 billion yen investment. It expects its net debt-to-EBITDA ratio to temporarily exceed four times after completion and says it will refinance the bridge loan using bank loans, bonds and equity, including up to 150 billion yen in new shares. Reuters reported that Mitsui Chemicals shares fell 8.5% on Monday as investors weighed the deal’s financing burden.
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