Mitsui Chemicals Agrees to Buy JSR for $11.6 Billion

A 1.84 trillion yen bet on chip materials, funded mainly by a bridge loan, from a buyer worth less on the stock market than the price it agreed to pay

TOKYO — Two years after a state-backed fund took JSR private, the chip materials maker is being sold again. Mitsui Chemicals is the buyer. It said Monday the transaction is worth 1.84 trillion yen ($11.61 billion), and the Development Bank of Japan will invest alongside it.

No Japanese chemicals company has ever bought anything this big, Reuters reported. Mitsui’s board approved the purchase Monday, and the company signed the share agreement with funds managed by JIC Capital, the investment arm of Japan Investment Corp., the same day.

Of the total, 1.3921 trillion yen is equity value. The Development Bank of Japan’s share of that is 200 billion yen. Another 447.9 billion yen covers interest-bearing debt and other items, and Mitsui says the final price could move at closing. The bank will end up holding non-voting preferred shares, which leaves Mitsui with all of JSR’s voting rights.

How Mitsui will pay for it

Mitsui plans to borrow most of the money. First comes a bridge loan — 1.64 trillion yen from the company’s main banks. Refinancing follows, through bank loans, bonds, new shares and mezzanine financing. A shelf registration filed Monday clears Mitsui to sell as much as 150 billion yen in new shares. Part of that money would repay the bridge loan.

CEO Satoshi Ichimura put the deal in broader terms at a press conference. Buying JSR is “not simply about strengthening our semiconductor materials business, but a strategic deal to accelerate the transformation of our portfolio,” he said.

JSR’s main business is photoresists. These are the light-sensitive coatings that let chip tools print circuit patterns on silicon wafers. Mitsui’s own presentation calls JSR the No. 2 producer worldwide of ArF and EUV photoresists, and the only one offering both chemically amplified and metal-oxide resists for EUV lithography. For the year that ended in March, JSR had revenue of 440.7 billion yen and core operating profit of 62.3 billion yen. It has 6,951 employees. Its materials feed the same chip industry in which Samsung’s profit hit 107.4 trillion won on AI memory demand.

A second change of ownership in three years

JSR has been through this before, recently. Japan Investment Corp. paid about 900 billion yen for JSR in 2024, took it private and had its shares delisted in Tokyo that June. After the purchase, Mitsui wants to sell JSR’s life sciences unit and other businesses outside the core, and to get the combined finances back on a sound footing within three years.

Investors did not welcome the price. Mitsui’s shares fell 9% in Tokyo trading on Monday, extending a slide that began last week when Reuters reported the company was the final buyer. The drop matters because of the size of the bet: Mitsui’s whole market value stood at 664.6 billion yen on Friday, based on LSEG data, well below what it has agreed to pay for JSR.

The deal cannot close yet. It still needs competition and foreign-investment approvals in Japan and other countries, and Mitsui is aiming for the second half of the fiscal year that ends in March 2028.

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