June 26, 2009
To whom it may concern:
5-2-1 Daizawa, Setagaya Ward, TokyoTOHO 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 the Start of Negotiations toward the Reorganization of Dispensing Pharmacy
Business Companies
TOHO HOLDINGS CO., LTD. is pleased to announce that its Board of Directors held today
resolved concerning ETHOS Inc. (Head office: Tokyo), our consolidated sub-subsidiary,TOYAKU Corporation (Head office: Tokyo) and Chuo Medical Co., Ltd. (Head office:Niigata), ETHOS’ consolidated subsidiaries.
1.
2.

Negotiations shall be started toward the integration of ETHOS Inc. and TOYAKUCorporation on around October 1, 2009; andNegotiations shall be started toward the division and absorption of Chuo Medical Co.,
Ltd., ETHOS’s subsidiary, into PharmaCluster Co., Ltd., involved in the management ofdispensing pharmacy business companies, on around October 1, 2009.
* ETHOS Inc. is a subsidiary of PharmaCluster Co., Ltd., which is a subsidiary of TOHOHOLDINGS CO., LTD.

1.

Objectives of reorganizing the dispensing pharmacy businesses
On April 1, 2009, we shifted to a holding company system, handing over thepharmaceutical wholesaling business to Toho Pharmaceuticals Co., Ltd., our wholly
owned subsidiary, and the management of dispensing pharmacy business companies to
PharmaCluster Co., Ltd., also our wholly owned subsidiary.
We are to start negotiations toward the integration and the division and absorption asindicated above, in order to ensure business growth opportunities and adaptability toenvironmental changes for ETHOS Inc., our consolidated sub-subsidiary, througheffective use of managerial resources of parent and subsidiary companies.
We intend to promote this reorganization as a means toward further contributing tocommunity health care and creating more trusted pharmacies.

2.

Schedule of reorganization
July 16, 2009

Conclusion and approval of absorption and integration agreement (atboard of directors meetings of TOHO HOLDINGS CO., LTD.,
PharmaCluster Co., Ltd., ETHOS Inc., and TOYAKU Corporation)
Conclusion and approval of division and absorption agreement (atboard of directors meetings of TOHO HOLDINGS CO., LTD.,
PharmaCluster Co., Ltd. and ETHOS Inc.)

October 1, 2009 (planned) Date for the integration and division and absorption
13.

4.

Specifications of reorganization
1.

For the integration of ETHOS Inc. and TOYAKU Corporation, ETHOS Inc. is tobecome the absorbing and sustaining company, which will be represented by
Hiroki Kinoshita (the incumbent representative of TOYAKU Corporation ) as
President and Representative Director.

2.

Other details concerning the integration and the division and absorption are to bedetermined through negotiation by the parties involved, including TOHOHOLDINGS CO., LTD. and PharmaCluster Co., Ltd.

Impact on business performance
The three companies are our consolidated companies, and the impact of thisreorganization on our consolidated and non-consolidated performance is expected to beminor.

5.

Outlines of parties involved(1) Company name

PharmaCluster Co., Ltd.
(Non-consolidated)

ETHOS Inc.
(Non-consolidated)

TOYAKU Corporation

Chuo Medical Co., Ltd.

(2) Corporate
representative

Kazunari Sue

Kazunari Sue

Hiroki Kinoshita

Suguru Ohi(3) Principal place ofbusiness(4) Establishment(5) Main businesscontents(6) Fiscal year end(7) Capital(8) Number of sharesissued(9) Five major
shareholders(10) Net Sales (FY2009)(11) Employees(as of March 31,2009)6.

4-4-2 Honcho,
4-4-2 Honcho,
4-4-2 Honcho,
2-646-107 Hakusanura､
Nihonbashi, Chuo Ward, Nihonbashi, Chuo Ward, Nihonbashi, Chuo Ward, Chuo Ward, Niigata
TokyoTokyo
TokyoCity, Niigata
Dec 24, 2008
Jul 7, 1993
Jan 21, 1982
Feb 25, 1997
Management ofDispensing pharmacy
Dispensing pharmacy
Dispensing pharmacy
dispensing pharmacy
businessbusinessbusinessbusiness companies
May 31
May 31
May 31
May 3110 million yen
50 million yen
10 million yen
50 million yen
200

400,000(Shareholder’s name) (Shareholder’s name)(share)(share)1. TOHO HOLDINGS 1. PharmaCluster Co.,
CO., LTD. 100.0 % Ltd. 100.0 %0 yen
15,579 million yen
0(Full-time worker)

319(Full-time worker)

20,0001,000(Shareholder’s name)(share)1. ETHOS Inc.
100.0 %
4,228 million yen(Shareholder’s name)(share)1. ETHOS Inc.
100.0 %
4,103 million yen

91(Full-time worker)

110(Full-time worker)

Others
Details concerning reorganization are to be disclosed when they become clear.

2