Mitsui Chemicals to acquire JSR for major portfolio transformation

Background and purpose

Mitsui Chemicals frames the JSR acquisition as a strategic step in a long-running portfolio transformation toward a global specialty company. The deal is positioned to deepen the Group's presence in semiconductor materials by combining JSR's Digital Solutions business with Mitsui Chemicals' ICT business to pursue higher growth and profitability.

Deal overview

The equity value is ¥1,392.1 billion for 100% ownership; interest-bearing debt of approximately ¥447.9 billion will be assumed at closing. The transaction implies an EV/EBITDA multiple of 16x based on the FY26 outlook. Closing is expected in the second half of FY27, subject to regulatory approvals.

Strategic rationale and synergies

JSR's Digital Solutions business exceeds the Group's ICT business in scale and profitability. Mitsui Chemicals targets ICT operating income before special items of ¥190 billion or more by FY2030 and a synergy-driven profit increase of ¥40 billion by FY2035 (¥20 billion sales, ¥20 billion cost).

Financing, returns and financial targets

The acquisition will be funded initially by a ¥1,640.0 billion bridge loan, to be refinanced with multiple sources including up to ¥150 billion equity and ¥300 billion mezzanine. DBJ will invest ¥200 billion in non-voting preferred shares. The company aims to restore financial soundness within three years (Net Debt/EBITDA below 4.0x) and to maintain total shareholder returns of 40% or more with a minimum dividend of ¥75 per share.

Group targets

Through the portfolio transformation Mitsui Chemicals aims for operating income before special items of ¥300 billion or more and EPS of ¥300 or more by FY2030. Separately, the Specialty Chemicals Domains are expanding, while B&GM has recorded operating losses before special items for three consecutive years, indicating areas requiring further measures.