January 6, 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 OMWELL Inc.
We hereby announce that we, Toho Pharmaceutical Co., Ltd., and OMWELL Inc. have reached anagreement in a meeting of the Board of Directors held on January 6, 2009 to commence consultations
toward a business merger 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 core companyof the Kyoso Mirai Group.
OMWELL Inc. is a pharmaceutical wholesaler that trades in all prefectures of the Chugoku region. Thiscompany became a member of the Kyoso Mirai Group in May 2004, following a business alliance.
OMWELL Inc. is also a member of the “HEREON Inc.” established by nine companies in the same trade,including Toho Pharmaceutical, in November 2005, and both companies have so far developed mutual
cooperation through the business alliance.
Toho Pharmaceutical has decided to adopt a holding company structure to respond promptly and flexibly
to the dramatic changes in the business environment, aiming to bolster the corporate value of the Group. It
gained the consent of OMWELL Inc. on this policy as a member of the Group after the adoption of thatstructure. 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 the Group,
while maintaining the local business bases developed by OMWELL Inc. and have now decided tocommence consultations toward a business merger.
Toho Pharmaceutical intends to pursue synergy mainly in the fields of purchase, physical distribution, andmarketing through a business merger between both companies.

12. Content of Consultations concerning Business Merger
Toho Pharmaceutical expects to make OMWELL Inc. its wholly owned subsidiary on October 1, 2009.
Specific details about the method of the business merger and the operation and business expansion after thebusiness merger will be announced immediately after they have been finalized.

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

Company nameToho Pharmaceutical Co., Ltd.

(2)

Business contents

Wholesale of pharmaceuticals and reagent, Dispensing
pharmacy business

Wholesale of pharmaceuticals business(3)

Establishment

September 17, 1948

December 24, 1947

5-2-1 Daizawa, Setagaya Ward, Tokyo

5-12 Noborimachi, Naka Ward, Hiroshima City,Hiroshima

Norio Hamada / President and CEO

Hiroyuki Kohno / President

(4)
(5)

Principal place ofbusinessCorporate
representative

OMWELL Inc(6)

Capital

10,649 million yen

75 million yen(7)

Number of sharesissued59,274,157 share

378,740 share(8)

Net assets

81,017 million yen (consolidated)

15,888 million yen(9)

Total assets

385,702 million yen (consolidated)

40,122 million yen(10)

Fiscal year endMarch 31

March 31

(11)

Employees

5,555 (consolidated)

492 (temporary employees excluded)

Major businesspartners

y DAIICHI SANKYO COMPANY, LIMITED(12)

SHIONOGI & CO., LTD.
Eisai Co., Ltd.
Dainippon Sumitomo Pharma Co., Ltd.

y Mitsubishi Tanabe Pharma Corporationy Astellas Pharma Inc.
y Mitsubishi Tanabe Pharma Corporation: 5.97%
y Japan Trustee Service Bank, Ltd. (trust account):(13)

Major shareholders andequity holdings

4.30%
y DAIICHI SANKYO COMPANY, LIMITED:
4.23%

(15)

Relationships betweenPartiesy Aggregate Corporation Okayama Prefectural
Medical Association: 6.3%
y Teruko Kohno: 2.3%

y Astellas Pharma Inc.: 3.21%
Major bank of accounts

y Hiroyuki Kohno: 13.0%

y KOHNO KOSAN: 5.0%

y SHIONOGI & CO., LTD: 4.08%(14)

y SHIONOGI & CO., LTD:30.6%

y Mizuho Bank, Ltd.
y The Bank of Tokyo Mitsubishi UFJ, Ltd.

The Hiroshima Bank, Ltd.,
Momiji Bank, Ltd.

Capital relationship

Not applicable.

Personnel relationships

One of the directors of Toho Pharmaceutical is also a director ofOMWEL Inc. In addition, one of the directors of OMWELL Inc. isalso a director of Toho Pharmaceutical.

Business relationships

Toho Pharmaceutical has small business transactions with OMWELL
Inc. as a sales destination.

2

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

FY2006

FY2007OMWELL Inc

FY2008FY2006

FY2007

FY2008706,488773,436805,419

67,467

68,67472,557

Operating income (million yen)

6,104

9,335

10,269

831

1,385

1,509

Ordinary income (million yen)

8,889

13,104

13,901

1,138

1,698

1,867

Net income (million yen)

3,612

7,218

8,381

629

952

975

Net income per share (yen)72.26

125.82148.23

1,665.83

2,586.39

2,649.58

Dividends per share (yen)

10.00

12.00

16.00

40.00

40.00

40.00

Book value per share (yen)1,092.58

1,247.22

1,351.96

37,854.32

40,580.11

42,171.45

3