Mitsui Chemicals signs ¥1.84tn deal for JSR, with DBJ to hold non-voting shares

Mitsui Chemicals has signed an agreement to buy all of JSR's ordinary shares from two funds managed by JIC Capital, at a stated acquisition price of ¥1.84tn. The board approved the deal on November 9, 2026, and the company will buy jointly with the Development Bank of Japan (DBJ), paying cash. The seller is JIC Capital, a wholly owned subsidiary of Japan Investment Corporation, which took JSR private in 2024. Earlier Tokyo Brief coverage

The price and how it is funded

Mitsui Chemicals splits the ¥1.84tn into equity value of ¥1.392tn, of which ¥200bn is DBJ's contribution, and ¥447.9bn of interest-bearing debt and other items. The final consideration will be set after closing adjustments. Mitsui's disclosure gives no per-share price.

Mitsui plans to cover the cost, including JSR's working capital and deal expenses, with a ¥1.64tn bridge loan from its main banks and DBJ's ¥200bn. The company says net debt to EBITDA will temporarily exceed four times after completion, and that net debt to equity and the equity ratio will also worsen.

To refinance the bridge, Mitsui aims within a year of closing to raise funding worth ¥300bn in rating-agency equity credit. Ordinary share funding, including use of treasury shares, is capped at ¥150bn, alongside ¥300bn of mezzanine capital that it expects to be 50% recognised as equity. It filed a shelf registration for up to ¥150bn of ordinary shares on November 9, with effect expected on November 17, 2026. The offering method is undecided and SMBC Nikko Securities and Mizuho Securities are the planned lead underwriters.

A separate amended shelf registration for Mitsui's ¥180bn bond programme only adds the extraordinary report as a reference document and sets no new terms.

Who ends up with control

Mitsui lists its voting share in JSR after the deal at 100%. DBJ's ordinary shares, equal to its ¥200bn investment, are to be converted into non-voting preferred shares after completion. The deal covers 102,242,573 ordinary shares. Mitsui will also buy JSR's class A and class B preferred shares, 1,868,933 each, held by Mizuho Bank and DBJ respectively, on terms still to be agreed, and expects to convert them into ordinary shares after closing.

Timing and conditions

Closing depends on competition-law and foreign-investment approvals and other conditions. Mitsui targets the second half of fiscal 2027, but says the timing could change and that it cannot accurately predict how long authorities will take. It expects a minor effect on results for the year to March 2027.

Why Mitsui wants it

Mitsui calls JSR a core business for its ICT solutions push and expects the combined group to be among Japan's top-ranked semiconductor-materials companies by sales. It targets ¥40bn a year of incremental profit by fiscal 2035 and a business-value effect of ¥350bn or more, which includes its own asset-light plans and JSR's review of its life sciences units. JSR says those units stay non-core and all options remain open.

JIC Capital says several operating companies made offers and that it chose Mitsui's on fund economics and expected industry consolidation. JSR's chief executive said in a JIC Q&A that JSR is short of site space and staff, and that combining resources with Mitsui should help.

JSR returned to profit in the year to March 2026, after a deep loss the year before.

Mitsui also widens its planned spin-off study of its basic and green materials business to include mobility solutions.