Mitsui and DBJ agree to buy JSR for ¥1.84 trillion from JIC

By Sophie Lindqvist

Mitsui Chemicals and the Development Bank of Japan (DBJ) have agreed to acquire JSR for about ¥1.84 trillion, according to a Tokyo Stock Exchange filing made Monday; Reuters put the price at $11.6 billion. The price comprises ¥1.392 trillion of equity value and ¥447.9 billion of interest-bearing debt and other items.

JSR is one of the world's biggest makers of photoresists used to pattern chips. Funds managed by state-backed JIC Capital will sell the company. DBJ will co-invest ¥200 billion in the equity. Its shares will convert to non-voting preferred stock after closing. Mitsui will retain 100% of JSR's voting rights. Mitsui will also purchase JSR preferred shares held by Mizuho Bank and DBJ.

Japanese media called the transaction the largest acquisition in Japan's chemical sector.

What does JSR add to Mitsui?

Mitsui stated that JSR “ranks second worldwide in ArF and EUV photoresists” and is “the only company that can supply both chemically amplified and metal-oxide resists for EUV lithography.” That ranking reflects the acquirer's assessment; the source provides no independent market-share data.

The metal-oxide resists come from Inpria, JSR's Oregon subsidiary. Inpria had 2025 sales of $60.1 million and a $43.4 million loss, according to Mitsui's filing.

Mitsui already makes the pellicles that protect photomasks during exposure and the ICROS tape used in back-end processing. The company expects the combination to become one of Japan's largest semiconductor-materials companies by sales.

Mitsui targets about ¥40 billion of additional annual profit by fiscal 2035. The filing presents that outcome as a management goal, not a current earnings contribution.

Why is JIC selling after two years?

JIC Capital took JSR private in a buyout valued at about $6.4 billion. Its tender offer closed on April 16, 2024, and JSR was delisted that June. Two JIC-managed funds now hold all voting rights, and the sale transfers voting control to Mitsui.

The new price is materially above the roughly $6.4 billion private-buyout valuation. That comparison does not explain the full rationale for JIC's exit, which the filing does not provide.

Has JSR's earnings recovered?

The filing lists the following figures for fiscal years ending in March:

• FY ending March 2024: Revenue of ¥404.6 billion; core operating profit of ¥8.3 billion; net loss of ¥5.6 billion.
• FY ending March 2025: Revenue of ¥388.8 billion; core operating loss of ¥1.6 billion; net loss of ¥217.5 billion.
• FY ending March 2026: Revenue of ¥440.7 billion; core operating profit of ¥62.3 billion; net profit of ¥59.3 billion.

The filing shows a shift from a ¥217.5 billion net loss in fiscal 2025 to a ¥59.3 billion net profit in fiscal 2026. Core operating profit moved from a ¥1.6 billion loss to ¥62.3 billion.

The table does not label the fiscal 2026 figures as actual results or forecasts. The apparent recovery therefore lacks a clear accounting label in the source.

How will Mitsui fund the purchase?

Mitsui will fund the purchase with a ¥1.64 trillion bridge loan from its main banks. DBJ's ¥200 billion investment will provide the additional equity. Net debt is expected to exceed four times EBITDA for a time. The company plans to refinance within one year after closing.

It will cap new common stock at ¥150 billion under a shelf registration filed Monday. It also plans ¥300 billion of hybrid financing to protect an A-category credit rating. Mitsui shares fell nearly 12% on Friday after Reuters first reported the talks.

What must happen before closing?

Mitsui widened a planned split-off to include its mobility business. The separation will also cover basic and green materials, mainly petrochemicals. JSR will keep treating contract research and drug manufacturing operations, including KBI Biopharma, as non-core businesses.

The transaction requires competition and foreign-investment approvals in Japan and other jurisdictions. Mitsui aims to complete it in the second half of the fiscal year ending March 2028. The agreed price and ownership structure therefore remain subject to regulatory clearance.

If approved, the deal would put a supplier that Mitsui ranks second worldwide in ArF and EUV photoresists under the same owner. The ¥40 billion annual-profit target still depends on execution after the planned fiscal 2028 close, while near-term leverage adds pressure to the financing plan.