Mitsui Chemicals to acquire JSR, file shelf registration and revise B&GM split-off scope

Transaction overview

Mitsui Chemicals has executed a share purchase agreement to acquire all common shares of JSR held by JIC-managed funds and to purchase Class A and Class B preferred shares, for a total acquisition price of ¥1,840 billion (¥1,392.1 billion equity—including DBJ’s ¥200 billion—and ¥447.9 billion interest-bearing debt and other items). The Company will acquire 102,242,573 common shares and 1,868,933 Class A and 1,868,933 Class B preferred shares; after closing Mitsui expects to hold 100% of voting rights in JSR. Preferred shares are scheduled to convert to common shares on implementation, and DBJ-held common shares are planned to convert to non-voting preferred shares.

Strategic rationale and synergies

Mitsui positions JSR as a core business in its ICT Solutions domain to strengthen semiconductor materials capabilities, leverage complementary product lines, and pursue growth and cost synergies. The company targets approximately ¥40 billion in annual incremental profit by fiscal 2035 and expects resulting benefits of ¥350 billion or more. JSR’s life sciences (CRO/CDMO) will be treated as non-core with all options to be considered.

Financing and regulatory timing

Funds are planned via a ¥1,640 billion bridge loan from principal banks and a ¥200 billion DBJ investment. Mitsui expects Net Debt/EBITDA to temporarily exceed four times and intends to refinance the bridge loan with bank loans, bonds and equity while capping common-share issuance at ¥150 billion and combining mezzanine financing (¥300 billion, with 50% assumed recognized as equity for ratings). A shelf registration for up to ¥150 billion was filed for the period from November 17, 2026 to November 16, 2028.

Split-off scope and subsidiaries

In connection with the deal Mitsui has revised the scope under consideration for a Split-off of the Basic & Green Materials business to include Mobility Solutions and seeks to enable independence across an integrated polymer chain. JSR and four affiliates—Inpria Corporation, KBI Biopharma, Inc., JSR North America Holdings, Inc., and JSR Life Sciences, LLC—will become specified subsidiaries. Completion depends on required competition and foreign investment approvals; Mitsui aims for closing in the second half of the fiscal year ending March 2028 and will disclose developments as required.