February 13, 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 Conclusion of Business Combination Agreement with Capitaland Business Alliance Company (Nagaoka Pharmaceutical Co., Ltd.)
Toho Pharmaceutical Co., Ltd. is pleased to announce that its Board of Directors held today (February 13, 2009) resolved thebusiness combination with Nagaoka Pharmaceutical Co., Ltd. (Head office: Nagaoka City, Niigata; Toho Pharmaceutical’s
controlling share: 10.00%) which has been in a capital and business alliance with the Company, and both parties concluded thebusiness combination agreement as follows:1.

Aim of business combination
Nagaoka Pharmaceutical is a pharmaceutical wholesaler established in Nagaoka City, Niigata in May 1968, and tradingin Niigata Prefecture. The company made a capital and business alliance with Toho Pharmaceutical in March 1990, andhas conducted, as a member company of the Kyoso Mirai Group, its business operations jointly with Toho
Pharmaceutical, which is the core company of the Group.
Taking into consideration perspectives for the future of the pharmaceutical wholesale industry, Toho Pharmaceutical andNagaoka Pharmaceutical reached an agreement that the business combination between the two companies was in thebest interests of their future business operations. Toho Pharmaceutical will strive to enhance its marketing capabilities
and to maximize the corporate value of the Group through improving further the mobility of distribution functions andmaking effective use of management resources, while carefully maintaining the community-based infrastructure ofbusiness cultivated by Nagaoka Pharmaceutical.

2.

Method of business combination
The Company will make Nagaoka Pharmaceutical its wholly owned subsidiary on February 27, 2009 (scheduled) after
transfer of all shares of Nagaoka Pharmaceutical from its shareholders, and then make the company merge into the Toho
Pharmaceutical’s wholly owned subsidiary Honma Toho Co., Ltd. (the surviving company) having Niigata Prefecture as
its marketing territory, on April 1, 2009.
Note: The Company announced that the date for acquiring all shares of Nagaoka Pharmaceutical would be February 1,
2009 in the previous notice (November 6, 2008), but has changed it to the date mentioned above. The merger date forNagaoka Pharmaceutical and Honma Toho Pharmaceutical has not been changed.

3.

4.

Outline of parties involved in merger (as of March 31, 2008)(1)

Company name

(2)
(3)
(4)

Business contents
Establishment
Principal place of business

(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)

Corporate representative
Capital
Number of shares issued
Net sales
Net assets
Total assets
Fiscal year end
Major business partners

Nagaoka pharmaceutical Co., Ltd.
(extinct company)
Wholesale of pharmaceuticals
May 29, 1968
2-2-3 Shinsan, Nagaoka city, Niigata
President / Futoshi Ohno
15 million yen
30,000 share
1,847 million yen
408 million yen
697 million yen
March 31
Kiyoshi Ohno 32.33%
Futoshi Ohno 17.07%
Toho Pharmaceutical Co., Ltd.
10.00%
Yoshiko Ohno 7.77%
Yuriko Ohno 7.17%

Honma Toho Co., Ltd.
(surviving company)
Wholesale of pharmaceuticals
February 28, 1949
3-12-1 Niitsu-Honmachi, Akiha
Ward,Niigata, Niigata City, NiigataPresident / Toshio Honma
100 million yen
720,000 share
22,034 million yen
1,209 million yen
7,503 million yen
March 31
Toho Pharmaceutical Co.,
Ltd.100.00%

Effects on Toho Pharmaceutical’s Business Results
The business transfer will have no impact on Toho Pharmaceutical’s non-consolidated and consolidated business results.