Mitsui Chemicals and DBJ to Buy JSR in $11.6 Billion Chip-Materials Deal

Mitsui Chemicals has agreed to acquire semiconductor-materials maker JSR for 1.84 trillion yen — roughly $11.6 billion — in a deal alongside the Development Bank of Japan that creates a bigger Japanese supplier for advanced chipmaking.

The Tokyo-based chemicals group said its board approved the transaction on November 9 and signed a share purchase agreement with funds managed by JIC Capital. Under the official disclosure, Mitsui Chemicals and DBJ will take JSR's common shares and separately buy two classes of preferred shares held by Mizuho Bank and DBJ.

Mitsui Chemicals will hold all voting rights once the deal closes. DBJ plans to invest 200 billion yen and end up with non-voting preferred shares, according to the filing.

How the 1.84 trillion yen breaks down

The headline price isn't all equity. It comprises 1.3921 trillion yen of equity value — including DBJ's investment — plus 447.9 billion yen of interest-bearing debt and other items. The final consideration remains subject to adjustments at closing.

For context on what Mitsui is buying: JSR reported revenue of 440.72 billion yen and profit attributable to owners of 59.33 billion yen for the fiscal year ended March 2026. That means Mitsui is paying roughly 3.2 times JSR's annual revenue for the business.

JSR develops and manufactures advanced semiconductor and display materials. Its portfolio includes photoresists — the light-sensitive materials that let circuit patterns transfer onto wafers during lithography — plus materials used in other chip-production steps. It also owns Inpria, a US developer of metal-oxide resists for extreme ultraviolet lithography.

What does this change for the supply chain?

Mitsui Chemicals said JSR will become the core of its information and communications technology solutions business. The buyer plans to pair JSR's advanced photoresists with its own semiconductor products, including pellicles that protect photomasks, and tapes and thick-film resists used in chip packaging.

The deal matters beyond Japan. JSR runs development and production operations in Japan and South Korea and supplies chipmakers globally. Japan has pushed to strengthen its domestic position in the materials and equipment layer that supports advanced chip manufacturing, even as Taiwan, South Korea and China remain Asia's largest semiconductor-materials markets.

Mitsui Chemicals said it will invest in R&D, people and production facilities after closing. It estimates growth and cost synergies could add about 40 billion yen in annual profit by fiscal 2035 — nearly 70% of JSR's entire fiscal 2026 owner profit. That figure is a company target, not a guaranteed outcome.

The financing bet

The buyer plans to fund the purchase with a 1.64 trillion yen bridge loan from its principal financial institutions plus DBJ's 200 billion yen. Mitsui Chemicals acknowledged that its net debt-to-earnings multiple is expected to temporarily exceed four times after completion — leverage territory that will demand quick deleveraging.

The refinancing plan is already mapped out. Mitsui intends to replace the bridge with bank loans, bonds and equity. It has filed a shelf registration covering up to 150 billion yen of common shares and is weighing mezzanine financing that rating agencies could partly treat as equity.

Regulatory runway

The agreement still needs competition and foreign-investment approvals in Japan and other jurisdictions. Mitsui Chemicals targets completion in the second half of the fiscal year ending March 2028, though it cautioned the schedule could shift depending on regulatory procedures.

The transaction also marks a second ownership change for JSR in quick succession: the company is being transferred from funds controlled by state-backed Japan Investment Corporation, which took it private in 2024. If the deal closes on schedule, practitioners should watch how fast Mitsui refinance the bridge — and whether regulators in Japan's chip-hungry neighbors impose conditions.