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 about consolidation between its consolidated subsidiaries Kyushu Toho Co., Ltd. (Headoffice: Kumamoto City) and Mori Pharmaceutical Co., Ltd. (Head office: Miyazaki City). Both consolidated subsidiaries willcontinue to consult about their consolidation on October 1, 2009, 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 corporateslogan of “Total Commitment to Good Health.” Toho Pharmaceutical Co., Ltd. is the core company of the Kyoso Mirai
Group.
Toho Holdings approved the plan for Kyushu Toho Co., Ltd. and Mori Pharmaceutical Co., Ltd. to conclude, on this day, thememorandum to promote consultation about their consolidation on October 1, 2009.
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 Kyushu region.
2. Schedule of consolidation
May 21, 2009: Kyushu Toho Co., Ltd. and Mori Pharmaceutical Co., Ltd. made the memorandum to promote
consultation about their consolidation. Toho Holdings resolved to approve the memorandum at its Boardof Directors’ Meeting.
October 1, 2009（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.

4. Impact on business performance
Toho Holdings considers that impacts from the above business integration on consolidated and non-consolidated performances
are insignificant.

15. Outline of both parties（1）Company name（2）Corporate representative（3）Principal place of business

Kyushu Toho Co., Ltd
Tadakatsu Terazono
356 Yoyasu-cho, Kumamoto City,Kumamoto
December 2, 1948（4）Establishment
Wholesale of pharmaceuticals business（5）Main business contents
March 31（6）Fiscal year end
522
million yen（7）Capital
10,440,000 share（8）Number of shares issued
Toho Pharmaceutical Co., Ltd : 100.0 %（9）Major shareholders
72,661 million yen〈10〉Net Sales（FY2009）602（11）Employees（as of March 31, 2009）

Mori Pharmaceutical Co., Ltd.
Toyoharu Kubota
33 Yanagimaru-cho, Miyazaki City,Miyazaki
December 27, 1950
Wholesale of pharmaceuticals business
March 31
400 million yen
580,000 share
Toho Pharmaceutical Co., Ltd : 100.0 %14,321 million yen
176

6. Others
The Company will disclose details of the consolidation and others as soon as they are materialized.

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