Mitsui Chemicals agrees to $11.6 billion JSR acquisition

By Elena Vasquez

Mitsui Chemicals said on Monday it has agreed to acquire JSR for 1.84 trillion yen, about $11.6 billion. Reuters called the purchase among the largest in semiconductor materials and said it was more than double the $4.55 billion paid for Hitachi Chemical in 2020.

Mitsui will buy JSR from funds run by JIC Capital. The Development Bank of Japan will put 200 billion yen into the deal, adding public financing to a major acquisition of materials used to manufacture semiconductors.

JSR makes photoresists, the light-sensitive coatings that let lithography tools print circuit patterns onto silicon wafers. The Tokyo-based supplier's technology gives Mitsui a larger role in a critical part of advanced chip production.

What does Mitsui gain in the global photoresist market?

In an investor presentation, Mitsui described JSR as No. 2 in the global market for ArF and EUV photoresists. It also called JSR “the only company capable of offering both CAR and MOR solutions for EUV.”

JSR's semiconductor materials sales rose from 157.9 billion yen in fiscal 2024 to 196.0 billion yen in fiscal 2025, the presentation showed.

Together, the ranking and sales growth make JSR a commercial centerpiece for Mitsui's semiconductor strategy, rather than a small addition to an existing product line.

How did JSR become a target for a second buyout?

JSR has already been through one buyout. A tender offer for the old, listed JSR by JICC-02 closed in April 2024, and JICC-02 later took the JSR name, Mitsui's disclosure said.

The shares were delisted from the Tokyo Stock Exchange that June, according to Mitsui. JIC, which is overseen by Japan's finance ministry, paid 900 billion yen for the 2024 transaction, Reuters reported.

At the time, JIC said it planned to use JSR to promote consolidation in semiconductor materials. Reuters reported that plan, while Mitsui's new agreement moves JSR from one fund-backed owner to a corporate owner in three years.

The rapid change in ownership does not alter JSR's product position, but it makes execution central to the new price. The second sale moves JSR from JIC's ownership to Mitsui, which plans to combine JSR's portfolio with its own chip-materials businesses.

What is Mitsui's integration plan?

Mitsui's filing described JSR as having “advanced photoresists with world-class competitiveness.” The company will place JSR at the center of its ICT Solutions unit, according to the filing.

Mitsui already sells MITSUI PELLICLE for front-end processes and ICROS Tape for back-end work. It plans to combine those product lines and customer bases with JSR's, widening the range of semiconductor materials under one owner.

Mitsui is targeting about 40 billion yen in additional annual profit from growth and cost synergies by fiscal 2035. The target gives the acquisition a measurable deadline and makes the integration work more concrete than the market-position pitch alone.

The profit goal depends on two levers Mitsui named: growth and cost synergies. JSR's rising semiconductor materials sales support the first, while combining product lines and customer bases defines the second.

How large is the AI demand case?

Demand from AI is part of the pitch, Mitsui said. Its presentation projects that “AI data centers will become established as social infrastructure.”

Mitsui cited World Semiconductor Trade Statistics forecasts that put the market around $1.5 trillion to $1.9 trillion. That range provides the broader backdrop for the company's claim that AI infrastructure will sustain demand for advanced chips and their materials.

The AI forecast is part of Mitsui's investment case, not a promise about JSR's revenue. JSR's own disclosed figures offer the nearer-term evidence for the business being bought.

That distinction matters in a 1.84 trillion yen transaction. The forecast supports a broad market thesis, while revenue, profit and sales history show what JSR has delivered so far.

Why did Mitsui's shares fall?

Mitsui shares were trading down around 13% on Monday at about 1,500 yen. They had fallen more than 10% the previous week after Reuters first reported Mitsui as the buyer.

LSEG data, cited by Reuters, put Mitsui's market value at 664.6 billion yen, well below the deal's price tag. The report did not specify a reason for the decline, so assigning one would go beyond the available evidence.

The reaction followed the reporting rather than the formal announcement. That sequence put the acquisition's structure under scrutiny before the company had laid out its financing plan.

How will Mitsui finance the acquisition?

Mitsui's disclosure set out a layered price and funding structure:

• Equity value: 1,392.1 billion yen, including DBJ's stake.
• Debt and other items: 447.9 billion yen of interest-bearing debt and other items.
• Bridge loan: Mitsui will fund 1,640 billion yen with a bridge loan from its main banks.
• Refinancing: Mitsui plans to refinance the bridge with bank loans, bonds, equity and mezzanine financing.
• Common shares: The company plans to sell up to 150 billion yen in common shares, partly from treasury stock.
• Credit rating: Mitsui says it wants to keep an issuer credit rating in the “A” category.
• DBJ's stake: Its common shares will convert into non-voting preferred shares after closing.

The initial bridge loan makes refinancing a major part of the transaction, not a footnote. The 150 billion yen share sale adds a direct financing component, while the plan to preserve an “A” issuer credit rating sets another constraint.

The conversion of DBJ's common shares into non-voting preferred shares changes the form of its stake after closing. For the acquisition, DBJ remains part of the equity value while Mitsui will refinance the 1,640 billion yen bridge loan using the planned mix.

What does JSR contribute?

JSR reported revenue of 440.7 billion yen and core operating profit of 62.3 billion yen for the fiscal year ended March 2026. It had 6,951 employees on a consolidated basis, according to JSR.

The semiconductor materials sales figure and total revenue cover different scopes, so they should not be treated as interchangeable. Together, they show both the growth in JSR's chip-materials business and the scale of the company entering Mitsui's portfolio.

JSR said its contract research, or CRO, and contract development and manufacturing, or CDMO, businesses remain non-core. It will keep exploring all options for them.

Those units therefore have no announced operating path in the source. Their review adds another layer to the portfolio work surrounding the acquisition.

Mitsui is also widening a planned split-off of its petrochemicals-heavy Basic & Green Materials business to include the Mobility Solutions unit. That planned corporate change runs alongside the JSR purchase, giving Mitsui two simultaneous portfolio shifts.

When can the deal close?

The JSR acquisition still needs competition and foreign-investment clearances in Japan and other countries, Mitsui said. The company aims to close it in the second half of the fiscal year ending March 2028.

Regulatory approval and the refinancing plan now sit ahead of integration work. The next test will be whether Mitsui can preserve its “A” issuer credit rating. It must also turn JSR's No. 2 position in ArF and EUV photoresists into about 40 billion yen in annual profit by fiscal 2035.