May 21, 2009
To whom it may concern:

5-2-1 Daizawa, Setagaya Ward, Tokyo
Toho Holdings Co., Ltd.
(Tokyo Stock Exchange Securities Code: 8129)
Norio Hamada, President and CEO
Contact: Mamoru Ishii, Corporate Officer andGeneral Manager of Corporate Planning Office（Tel: 03-5259-9500）

Notice of Conclusion of Memorandum to Promote Consultation
about Consolidation between Consolidated Subsidiaries
Toho Holdings Co., Ltd. is pleased to announce that its Board of Directors meeting held today has approved the conclusion of thememorandum to promote consultation toward consolidation between its consolidated subsidiary SANUS Inc. (Head office: NishiWard, Hiroshima City) and OMWELL Inc. (Head office: Naka Ward, Hiroshima City) which is scheduled to become a wholly
owned subsidiary of Toho Holdings through a stock swap on October 1, this year. Both consolidated subsidiaries will continue toconsult about their consolidation on January 1, 2010, based on this memorandum. Details are as follows:

1. Objectives of approval of the memorandum
The Kyoso Mirai Group as a corporate group that is engaged in the distribution of drugs and medicines and other medical
products is working toward maximizing its group synergy by actively applying all managerial resources under the corporate
slogan of “Total Commitment to Good Health.” Toho Pharmaceutical Co., Ltd. is the core company of the Kyoso Mirai
Group.
Toho Holdings is scheduled to make OMWELL its wholly owned subsidiary through a stock swap on October 1, 2009. Toho
Holdings has approved the plan for OMWELL and SANUS to conclude, on this day, the memorandum to promote
consultation about their consolidation on January 1, 2010.
Toho Holdings intends to promote this business integration in order to increase competitiveness of the Group by efficiently
using the managerial resources of Kyoso Mirai Group in the Chugoku region.
2. Schedule of consolidation
May 21, 2009:
SANUS Inc. and OMWELL Inc. made the memorandum to promote consultation about theirconsolidation.
Toho Holdings resolved to approve the memorandum at its Board of Directors’ Meeting.
January 1, 2010 (planned): Date of consolidation
3. Details of consolidation
Details of consolidation have not been finalized at this point in time, and will be materialized through consultations among four(4) companies including Toho Pharmaceutical Co., Ltd.

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4. Impact on business performance
Toho Holdings considers that impacts from the above business integration on consolidated and non-consolidated performances
are insignificant.
5. Outline of both parties（1）Company name（2）Corporate representative（3）Principal place of business

SANUS Inc.
Toshio Sugimoto
5-1-1 Shoko-center, Nishi Ward,
Hiroshima City, Hiroshima
September 8, 1947
Wholesale of pharmaceuticals business
March 3195 million yen
1,910,000 share（4）Establishment（5）Main business contents（6）Fiscal year end（7）Capital（8）Number of shares issued

ⅰ Toho Pharmaceutical Co., Ltd 100.0 %（9）Major shareholders（Top 5 shareholders）〈10〉Net Sales（FY2009）（11）Employees（as of March 31, 2009）

59,185 million yen
331

OMWELL.INC
Yohji Doi
5-12 Noborimachi, Naka Ward, Hiroshima
City, Hiroshima
December 24, 1947
Wholesale of pharmaceuticals business
March 3175 million yen
378,740 share
ⅰ SHIONOGI & CO., LTD : 30.57 %ⅱ Hiroyuki Kohno: 13.02 %ⅲ Aggregate Corporation Okayama Prefectural
Medical Association: 6.33 %ⅳ OMWELL.Inc. Employees Shareholders’
Association 5.49 %ⅴ KOHNO KOSAN : 5.04 %73,509 million yen
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6. Others
The Company will disclose details of the consolidation and others as soon as they are materialized.

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