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 Adoption of a Holding Company Structure and the Change of Company
Name through a Corporate Split

Toho Pharmaceutical Co., Ltd. is pleased to announce that a meeting of the Board of Directors held today (January 6,2009) resolved to transfer its pharmaceutical wholesaling business and its business pertaining to the management ofdispensing pharmacy business companies to its wholly owned subsidiary, Toho Holdings Co., Ltd. (the “current Toho
Holdings,” which is expected to be amended to “Toho Pharmaceutical Co., Ltd.” on April 1, 2009) and to its wholly
owned subsidiary, PharmaCluster Co., Ltd. (“PharmaCluster”), respectively, by way of a corporate split (hereinaftercollectively referred to as the “Corporate Split”), and to adopt a holding company structure on April 1, 2009.
After the Corporate Split, Toho Pharmaceutical will amend its company name to “Toho Holdings Co., Ltd.” on April 1,2009 and will continue to be listed on the stock exchange.
Both the Corporate Split and the change of company name will be adopted subject to a resolution made by an
extraordinary meeting of shareholders to be held on February 13, 2009.

1.

Purpose of Corporate Split
The Kyoso Mirai Group, a distribution firm group of pharmaceutical products, is working toward maximizing its
group synergy by positively applying all managerial resources under the corporate slogan of “Total Commitment toGood Health.” Toho Pharmaceutical Co., Ltd. is the core company of the Kyoso Mirai Group.
The business environment surrounding the pharmaceutical distribution industry, in which Toho Pharmaceuticaloperates, has recently become increasingly difficult, given the escalation of competition between major
pharmaceutical wholesaling companies reflecting more careful examination by customers when selecting theirbusiness partners, lower sale prices as a result of the introduction of appropriate medical treatment costs, and anincrease in customer purchasing power.
In this environment, while aiming to bolster the corporate value of the Group, Toho Pharmaceutical has decided toadopt a holding company structure to and respond promptly and flexibly to the dramatic changes in the businessenvironment. By adopting a holding company structure, Toho Pharmaceutical will undertake the following initiatives.

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(i) Strengthening the Group’s management functions
By separating the Group’s business management functions and operational execution functions, Toho
Pharmaceutical will increase the speed with which the Group’s management functions are carried out, achieve theappropriate allocation of the Group’s management resources, and increase synergy between Group companies.
(ii) Improving the speed of decision making functions
Toho Pharmaceutical (Toho Holdings after the Corporate Split) will increase the speed of decision making withregard to the management of the Group by concentrating specific functions within the holding company, such as thedevelopment and implementation of the Group’s strategies, and supervisory functions regarding the management of
the Group, and by ensuring that each business company is flexible with regard to the execution of its operations.
(iii) Initiating flexible corporate and organizational restructuring
With the Corporate Split, Toho Pharmaceutical will initiate an additional round of flexible corporate restructuring.
The Corporate Split should also enable the Group to carry out its business and organizational restructuring promptly
and flexibly to respond to changes in the business environment.
2. Overview of Corporate Split(1) Schedule of Corporate Split
Meeting of Board of Directors to resolve to adopt a holding company structure

November 6, 2008 (Thu)

Announcement of record date for meeting of shareholders

November 13, 2008 (Thu)

Record date for meeting of shareholders

November 28, 2008 (Fri)Meeting of Board of Directors to approve the agreement for the Corporate Split

January 6, 2009 (Tue)

Execution of the agreement regarding the Corporate Split

January 6, 2009 (Tue)Meeting of shareholders to approve the agreement for the Corporate Split

February 13, 2009 (Fri) (Planned)

Effective Date of the Corporate Split

April 1, 2009 (Wed) (Planned)(Note) An absorption type corporate split, in which Toho Pharmaceutical is the Split Company and PharmaCluster is the
Succeeding Company, will be conducted without the approval of a shareholders’ meeting, as it is deemed to be a simplified
absorption type split pursuant to Article 784, Paragraph 3 of the Corporation Law. In addition, the Corporate Split will be
conducted without the approval of a shareholders’ meeting by the current Toho Holdings and PharmaCluster, as it isdeemed to be a summary absorption type split pursuant to Article 796, Paragraph 1 of the Corporation Law.

(2) Method of Corporate Split(i) Pharmaceutical wholesaling business
Absorption Type Corporate Split, in which Toho Pharmaceutical is the Split Company and its wholly owned
subsidiary, the current Toho Holdings, is the Succeeding Company.
(ii) Business pertaining to the management of dispensing pharmacy business companies
Absorption Type Corporate Split, in which Toho Pharmaceutical is the Split Company and its wholly owned
subsidiary, PharmaCluster, is the Succeeding Company.
(3) Details of Allocation upon Corporate Split
No shares of stock to be allocated upon Corporate Split because the current Toho Holdings and PharmaCluster are
wholly owned subsidiaries of Toho Pharmaceutical.
(4) Capital Reduction due to Corporate Split
Not applicable.
(5) Treatment of Share Options and Bonds with Share Options of the Split Company
There is no change in the share options and bonds with share options issued by Toho Pharmaceutical because of the
Corporate Split.
-2-(6) Rights and Obligations to be Succeeded by the Succeeding Companies
The current Toho Holdings shall succeed to the assets, liabilities, and employment contracts, as well as the rights
and obligations incidental to these with respect to the pharmaceutical wholesaling business of Toho Pharmaceutical asof the effective date of the Corporate Split.
In addition, PharmaCluster shall succeed to the assets with respect to the business pertaining to the management ofdispensing pharmacy business companies of Toho Pharmaceutical as of the effective date of the Corporate Split.
The obligation to be succeeded by the Corporate Split shall be additionally assumed by Toho Pharmaceutical.
(7) Prospect of Fulfilling Obligation
Toho Pharmaceutical, the current Toho Holdings and PharmaCluster conclude that there are no doubts in fulfillmentof the obligation to be borne by each party after the effective date of the Corporate Split.
(8) Members of the Board who will Assume the Positions of Director, Auditor and Corporate Officer(The Succeeding Company)(The Succeeding Company)
PHARMACLUSTER CO., LTD.
TOHO HOLDINGS CO., LTD.
(A change in company name to Toho
Pharmaceutical Co., Ltd., effective April 1,
2009, is planned.)
Representative Director and Chairman
Representative Director and Chairman
Director
Norio Hamada
Minoru Kashiwagi
Representative Director and President
Representative Director and President
Hiroyuki Kohno
Kazunari Sue
Senior Executive Managing Director
Toshio Honma
Director
Yasutaka Sarasawa
Senior Executive Managing Director
Director
Hiroki Kinoshita
Takeo Matsutani
DirectorTakeshi Kurita
Executive Managing Director
Director
Yoshiro Okayama
Shigeru Sato
Executive Managing Director
Director
Yasushi Yamaga
Mitsuo Morikubo
Director
Toshio Honma
Executive Managing Director
Director
Yoshio Watanabe
Mamoru Ogino

AuditorDirector
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director

Atsuko Naitou
Kengo Ogawa
Toshio Sugimoto
Takashi Kobayashi
Katsuya Kato
Noritaka Wakasa
Yuzou Yamaguchi
Atsuyasu Nakatsubo
Kazunari Sue
Yasuo Sakai
Muchio Nakazato
Shutaro Matsui
Tokiaki Nishio
Tadakatsu Terazono
Toyoharu Kubota

Auditor

Shigeru Kataoka

Auditor-3-

Shigeru Kataoka

Corporate
Officer

3.

Executive Corporate Officer
Yoshio Watanabe
Executive Corporate Officer
Takashi Tada
Corporate Officer
Rikiya Ogawa
Corporate Officer
Tetsuro Tada
Corporate Officer
Itsuro Aridome
Corporate Officer
Mikio Miura
Corporate Officer
Mitsuhiro Narikawa
Corporate Officer
Fumio Hoshi
Corporate Officer
Kiichi Chiba
Corporate Officer
Atsushi Udo
Corporate Officer
Kaoru Wakabayashi
Corporate Officer
Toru Sasaki

Corporate Officer

Shinji Yasu

Outline of Companies subject to Corporate Split
The Split Company

The Succeeding Company

The Succeeding Company(as of September 30, 2008)(as of November 4, 2008)(as of December 24, 2008)

Toho Pharmaceutical Co., Ltd.

TOHO HOLDINGS CO., LTD.
(A change in company name to Toho
Pharmaceutical Co., Ltd., effective April
1, 2009, is planned.)

PHARMACLUSTER CO., LTD.

(1)

Company name

(A change in company name to Toho
Holdings Co., Ltd., effective April 1,
2009, is planned.)(2)

Business
contents

Wholesale of pharmaceuticals andreagent, Dispensing pharmacy business

Wholesale of pharmaceuticals andreagent(3)

Establishment

September 17, 1948

November 4, 2008

December 24, 2008

(4)

Principal placeof business

5-2-1 Daizawa, Setagaya Ward, Tokyo

5-2-1 Daizawa, Setagaya Ward, Tokyo

4-4-2 Honcho, Nihonbashi, Chuo Ward,
Tokyo

(5)

Corporate
representative

Norio Hamada

Mamoru Ishii

Mamoru Ishii

President and CEO

President and CEO (*1)

President and CEO (*2)(6)

Capital

10,649 million yen

10 million yen

10 million yen(7)

Number ofshares issued

59,274,157 share

200 share

200 share(8)

Net asset

81,017 million yen (consolidated)

10 million yen (non-consolidated)

10 million yen (non-consolidated)(9)

Total assets

385,702 million yen (consolidated)

10 million yen (non-consolidated)

10 million yen (non-consolidated)(10)

Fiscal year end

March 31

March 31

March 31

(11)

Employees

5,555 (consolidated)

0 (non-consolidated)

0 (non-consolidated)

Management of dispensing pharmacy
business companies

y DAIICHI SANKYO COMPANY,
LIMITED(12)

Major business
partnersy Mitsubishi
Corporation

TanabePharmaCurrently
activities.

conducting

nobusiness

Currently
activities.

conducting

nobusinessy Astellas Pharma Inc.
y Mitsubishi
TanabeCorporation: 5.97%

(13)

Major
shareholders
and equity
holdings

Pharmay Japan Trustee Service Bank, Ltd.
(trust account): 4.30%
y DAIICHI SANKYO COMPANY,
LIMITED: 4.23%

y Toho Pharmaceutical Co., Ltd: 100%y Toho Pharmaceutical Co., Ltd.: 100%y Mizuho Bank, Ltd.

y Mizuho Bank, Ltd. (Planned)y SHIONOGI & CO., LTD: 4.08%
y Astellas Pharma Inc.: 3.21%(14)

Major bank ofaccountsy Mizuho Bank, Ltd.
y The Bank of Tokyo Mitsubishi UFJ,
Ltd.

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(15)

Relationships
between Parties

Capital relationshipToho Pharmaceutical holds all of theissued shares of the Succeeding
Company.

Toho Pharmaceutical holds all of theissued shares of the Succeeding
Company.

Personnel relationships

One of the directors of Toho
Pharmaceutical is also a director of
the Succeeding Company.

One of the directors of Toho
Pharmaceutical is also a director of the
Succeeding Company.

Business relationships

As the Succeeding Company iscurrently conducting no businessactivities, there are no transactions withToho Pharmaceutical.

As the Succeeding Company is currently
conducting no business activities, there
are no transactions with Toho
Pharmaceutical.

(*1) Hiroyuki Kohno will assume the position of the Representative Director and President on April 1, 2009.
(*2) Kazunari Sue will assume the position of the Representative Director and President on April 1, 2009.
(16) Financial results for the latest three fiscal Years (consolidated)

Fiscal year end
Net sales (million yen)
Operating income (million yen)
Ordinary income (million yen)
Net income (million yen)
Net income per share (yen)Dividends per share (yen)Book value per share (yen)4.

Fiscal year of 2006
706,488
6,104
8,889
3,612
72.26
10.00
1,092.58

Fiscal year of 2007
773,436
9,335
13,1047,218
125.82
12.00
1,247.22

Fiscal year of 2008
805,419
10,26913,901
8,381
148.2316.00
1,351.96

Overview of Business Segments to be Split(1) Content of Businesses of Divisions to be Split(i) Pharmaceutical wholesaling business
Management of the subsidiaries that engage in sales of pharmaceuticals, narcotics, reagents, etc., sales of medical
devices, and wholesales of pharmaceuticals.
(ii) Business pertaining to the management of dispensing pharmacy business companies
Management of the subsidiaries that engage in national health insurance pharmacies, home medical care services,and sales of pharmaceuticals.
(2) Operating Results of Divisions to be Split (as of the Fiscal Term ending March 2008)
Business pertaining to the
The Split Company
Pharmaceuticalmanagement of dispensing
wholesaling
business(before corporate sprit)
pharmacy business companies(b)(a)(c) (Note)

Ratio
(b/a)

Ratio
(c/a)

Net sales

774,734 million yen

774,734 million yen

0 million yen

100%

0%

Gross profit

35,491 million yen

35,491 million yen

0 million yen

100%

0%

Operating income
5,780 million yen
5,780 million yen
0 million yen
100%0%(Note) As Toho Pharmaceutical does not operate the dispensing pharmacy business by itself, it will only split its
shares of stocks of its dispensing pharmacy business subsidiaries. Therefore, the figures including net sales
to be split are set at zero.
(3) Item and Amount of Assets and Liabilities to be Split (as of September 30, 2008)
Pharmaceutical wholesaling businessBusiness pertaining to the management ofdispensing pharmacy business companies

Current assets

277,841 million yen

0 million yen

Fixed Assets

29,091 million yen

5,123 million yen

Total Assets

306,932 million yen

5,123 million yen

Current liabilities

279,057 million yen

0 million yen

898 million yen

0 million yen

Long-term liabilities

Total liabilities
279,956 million yen
0 million yen(Note) The data above is based on figures as of September 30, 2008, and is different from the actual amount tobe transferred in the corporate split.
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5.

Basic Information on the Listed Company after Corporate Split
TOHO HOLDINGS CO., LTD.
(1) Company name(2)

Business contents

Control and management of business companies as a holding company(3)

Principal place of business

5-2-1 Daizawa, Setagaya Ward, Tokyo(4)

Corporate representative

Norio Hamada / President and CEO(5)

Capital

10,649 million yen (There is no change due to the Corporate Split.)(6)

Fiscal year end

March 31 (not amended)(7) Performance outlook
As the current Toho Holdings and PharmaCluster are wholly owned subsidiaries of Toho Pharmaceutical, theCorporate Split has no effect upon the consolidated performance of Toho Pharmaceutical. In addition, the revenueof Toho Pharmaceutical will consist mainly of rent of real estate, and management service fees and dividends fromits subsidiaries, and expenses of Toho Pharmaceutical will consist mainly of operating costs relating to the functionsof the holding company.

-6-(8) Board Members who will Assume the Post of Director, Auditor and Corporate Officer
Director

Representative Director and Chairman
Representative Director and President
Deputy President and Director
Director
Director

Takaaki Matsutani
Norio Hamada
Hiroyuki Kohno
Toshio Honma
Takeo Matsutani

AuditorFull-time Auditor
Full-time Auditor (Outside Corporate)
Full-time Auditor (Outside Corporate)
Auditor
Auditor (Outside Corporate)

Taketoshi Kitamichi
Mikihiko Matsumiya
Yoshiro Matsumoto
Hiroshi Kenmotsu
Hiroshi Sato

Corporate Officer

Corporate Officer
Corporate Officer
Corporate Officer
Corporate Officer
Corporate Officer

Mitsuo Morikubo
Mamoru Ogino
Shigeru Kataoka
Katsuya Kato
Mamoru Isii

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