January 9, 2009
To whom it may concern:
5-2-1 Daizawa, Setagaya Ward, Tokyo
Toho Pharmaceutical Co., Ltd.
(Tokyo Stock Exchange Securities Code: 8129)
Norio Hamada, President and CEO
Contact: Mamoru Ishii, Corporate Officer andGeneral Manager of Corporate Planning Officeand Public and Investor Relations Office
Corporate Planning Division(Tel: 03-4330-3732)

Notice regarding the Commencement of Consultations toward a Business Merger between
Toho Pharmaceutical Co., Ltd. and Asucome Inc.
We hereby announce that we, Toho Pharmaceutical Co., Ltd., and Asucome have reached an agreement ina meeting of the Board of Directors held on January 9, 2009 to commence consultations toward a businessmerger between both companies. The details are as follows.

1.

Purpose of the Commencement of Consultations toward Business Merger
The Kyoso Mirai Group, a distribution firm group of pharmaceutical products, is working towardmaximizing its group synergy by positively applying all managerial resources of the Group under thecorporate slogan “Total Commitment to Good Health.” Toho Pharmaceutical Co., Ltd. is the corecompany of the Kyoso Mirai Group.
Asucome is a pharmaceutical wholesaler and operator of dispensing pharmacies serving markets in theTohoku region (excluding Akita Prefecture), and in Ibaraki Prefecture. Since Asucome formed a businessalliance with Toho Pharmaceutical in October 2000 and became a member of the Kyoso Mirai Group, thetwo companies have strove for mutual cooperation.
Toho Pharmaceutical has decided to adopt a holding company structure to respond promptly andflexibly to the dramatic changes in the business environment, aiming to bolster the corporate value of theGroup. It gained the consent of asucome on this policy as a member of the Group after the adoption ofthat structure. Both companies conclude that the Group can further strengthen marketing capabilities andmaximize the corporate value of the Group by making effective use of management resources of theGroup, while maintaining the local business bases developed by asucome and have now decided tocommence consultations toward a business merger.
Toho Pharmaceutical intends to pursue synergy mainly in the fields of purchase, physical distribution,and marketing through a business merger between both companies.

2.

Content of Consultations concerning Business Merger
Toho Pharmaceutical plans to make Asucome its wholly owned subsidiary, with October 1, 2009 as atarget. Specific details about the method of the business merger and the operation and business expansion
after the business merger will be announced immediately after they have been finalized.

13. Outlines of parties involved (as of September 30, 2008)(1)

Company name(2)

Business contents(3)

Establishment

Toho Pharmaceutical Co., Ltd.
Wholesaleofpharmaceuticals

Asucomeandreagent,

Wholesale of pharmaceuticals and reagent, Dispensing

Dispensing pharmacy businesspharmacy business

September 17,1948

December 27, 1950

5-2-1 Daizawa, Setagaya Ward, Tokyo1-3-7 Kimachidori, Aoba Ward, Sendai City,Miyagi

Norio Hamada / President and CEO

Susumu Hosoda (Note 1) / President

10,649 million yen

404 million yen

59,274,157 share

730,300 share

Net assets

81,017 million yen (consolidated)

4,914 million yen(9)

Total assets

385,702 million yen (consolidated)

31,324 million yen(10)

Fiscal year end

March 31

March 31

(11)

Employees

5,555 (consolidated)

663

DAIICHI SANKYO COMPANY, LIMITEDDAIICHI SANKYO COMPANY, LIMITED

Mitsubishi Tanabe Pharma Corporation

CHUGAI PHARMACEUTICAL CO., LTD.

Astellas Pharma Inc.

Mitsubishi Tanabe Pharma Corporation

Mitsubishi Tanabe Pharma Corporation: 5.97％

DAIICHI SANKYO COMPANY, LIMITED : 14.71 %Japan Trustee Service Bank, Ltd. (trust account): 4.30％

Katsumi Iwasaki 8.72 %

(4)
(5)
(6)
(7)
(8)

(12)

(13)

Principal place ofbusinessCorporate
representative
Capital
Number of sharesissuedMajor business
partners

Major shareholders andequity holdings

DAIICHI SANKYO COMPANY, LIMITED: 4.23％

Masato Sugano 6.93 %SHIONOGI & CO., LTD:4.08％

CHUGAI PHARMACEUTICAL CO., LTD: 5.68 %Astellas Pharma Inc.: 3.21％

Kimimichi Ishidate

4.94 %

Sumitomo Mitsui Banking Corporation(14)

Major bank of accounts

Mizuho Bank , Ltd.

The 77 Bank, Ltd.

The Bank of Tokyo･Mitsubishi UFJ, Ltd.

JOYO BANK, Ltd.
THE TOHO BANK, LTD.

(15)

Relationships between

Capital relationship

Not applicable.

Personnel relationships

Not applicable. (Note 2)

Business relationships

Not applicable.

Parties(Note 1)

Susumu Hosoda, President, is scheduled to retire from his post as Director as of February 12 of this year, andMasato Kanno (currently Vice President) is scheduled to become President as of the same date.

(Note 2)As of February 12 of this year, Masami Okubo, currently Deputy General Manager in charge of Tohoku at the Sales
and Marketing Division of Toho Pharmaceutical, and Yoshiro Matsumoto, currently a Full-time Corporate Auditor
at Toho Pharmaceutical, are respectively scheduled to become a Director and a Corporate Auditor, at Asucome.

4. Financial results for the latest three fiscal Years
Toho Pharmaceutical Co., Ltd. (Consolidated)
Fiscal year end
Net sales (million yen)

FY2006

FY2007

FY2008Asucome (Non-consolidated)
FY2006

FY2007

FY2008706,488773,436805,419

87,59872,876

63,339Operating income (million yen)

6,104

9,335

10,269

32

221

31

Ordinary income (million yen)

8,889

13,104

13,901

117

268

28

Net income (million yen)

3,612

7,218

8,381

- 590

- 132

- 505

Net income per share (yen)72.26

125.82148.23- 899.78- 188.23- 705.43

Dividends per share (yen)

10.00

12.00

16.00

50.00

50.00

50.00

Book value per share (yen)1,092.58

1,247.22

1,351.96

9,997.62

9,617.78

8,529.662