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 Regarding OMWELL Inc. Becoming a Wholly Owned Subsidiaryof Toho Holdings Co., Ltd. through a Stock Swap

Toho Holdings Co., Ltd. is pleased to announce that a meeting of the Board of Directors held today (May 21, 2009)
resolved to implement a stock swap with OMWELL Inc. (“OMWELL” hereinafter) to make OMWELL a whollyowned subsidiary with Toho Holdings being a wholly owning parent company (“this stock swap” hereinafter) andconcluded the stock swap agreement with OMWELL, as a result of continued consultation about the business merger
between both companies as announced in the Notice regarding the Commencement of Consultations toward aBusiness Merger between Toho Pharmaceutical Co., Ltd. and OMWELL published on January 6, 2009. Details are
as follows:

1. Purpose behind establishing the wholly owned subsidiary through a stock swap
The Kyoso Mirai Group, a distribution firm group of pharmaceutical products, is working toward maximizing its
group synergy by positively applying all managerial resources of the Group under the corporate slogan “TotalCommitment to Good Health.” Toho Holdings Co., Ltd. is the core company of the Kyoso Mirai Group.
OMWELL Inc. is a pharmaceutical wholesaler that trades in all prefectures of the Chugoku region. This company
became a member of the Kyoso Mirai Group in May 2004, following a business alliance. OMWELL Inc. is also amember of the “HEREON Inc.” established by nine companies in the same trade, including Toho Holdings, inNovember 2005, and both companies have so far developed mutual cooperation through the business alliance.
Toho Holdings has decided to adopt a holding company structure to respond promptly and flexibly to the dramaticchanges in the business environment, aiming to bolster the corporate value of the Group.
With OMWELL’s approval for our policy above and to be a member of our Group, both companies consider that theywould be able to enhance their marketing and sales further and maximize the Group’s corporate value by positively
utilizing managerial resources as a group while maintaining OMWELL’s community-based business bases.
Consequently, both companies agreed to implement the stock swap.
Toho Holdings intends to pursue synergy mainly in the fields of purchase, physical distribution, and marketingthrough a business merger between both companies.

- 1 -2.Overview of stock swap
(1) Schedule of stock swap
BOD to resolve the commencement of consultations toward abusiness merger between Toho Holdings and OMWELL
BOD to approve the conclusion of the stock swap agreement
Conclusion of the agreement regarding the stock swap
Shareholders’ meeting to approve the stock swap
Stock swap date (proposed effective date)(2) Stock swap ratio
Company nameJanuary 6, 2009
May 21, 2009
May 21, 2009
June 26, 2009 (planned)
October 1, 2009 (planned)

TOHO HOLDINGSOMWELL

Stock swap ratio

140

Number of newshares to be issued
for stock swap

Common stock: 13,815,880 shares

Note: Toho Holdings will allocate and issue 40 common stocks to 1 common stock of OMWELL. In addition, since
all treasury stocks owned by OMWELL are scheduled to be cancelled by the effective date of the stock swap, thenumber of new shares to be issued for the stock swap was calculated based on the number of OMWELL’s commonstocks of 345,397 shares, which was calculated by deducting the number of treasury stocks owned by OMWELL(33,343 shares as of May 21, 2009) from its outstanding shares.
(3) Grounds for calculating the stock swap rate1) Basis of the calculation
To secure the fairness in the calculation of the stock swap ratio to be applied for this stock swap, Toho Holdings
appointed Nomura Securities Co., Ltd. (“Nomura Securities” hereinafter) and OMWELL appointed Nikko CordialSecurities Inc. (“Nikko Cordial Securities” hereinafter) respectively as their financial advisers for this stock swap andrequested each to calculate the stock swap ratio.

Prior to the Board of Directors’ Meeting to approve the conclusion of the stock swap agreement concerning this stock
swap, Toho Holdings received a calculation report containing the following results of the calculation from Nomura
Securities.
As for common stocks of Toho Holdings as a listed company, Nomura Securities made calculations using theaverage market price method due to availability of market prices, and at the same time, calculated stock swap ratios
for both companies using the comparable peer company analysis method and the discounted cash flow (DCF)
method. A summary of results of the calculations by Nomura Securities is as follows:
TOHO HOLDINGSOMWELL①

Average market price method②

Comparable peer company
analysis method

Comparable peer company
analysis method
Comparable peer company
analysis method③

DCF method

DCF method- 2 -Stock swap ratio
1 : 33.04～39.08
1 : 25.70～55.43
1 : 25.73～45.81

In addition, in the average market price method, the calculation date was determined to be May 15, 2009, taking
account of recent statuses of transactions on the market, and the average closing price during the period from May 11,
2009, the following business day after the date of announcement of the Company’s Summary of Consolidated
Financial Results for the Fiscal Year ending March 2009 to the calculation date, was adopted.
When calculating the stock swap ratio, Nomura Securities adopted data and information provided or publicly
disclosed by Toho Holdings and OMWELL as they were, and calculated ratios on the assumption that data andinformation were correct and complete, without individually verifying the correctness and the completeness of dataand information. Additionally, Nomura Securities did not carry out its independent evaluation, appraisal andassessment of values, including its own analysis and revaluation, of individual non-consolidated assets and liabilities
including contingent liability of both companies and their affiliated companies, and did not request an appraisal orassessment of values to a third-party institution. Furthermore, for the calculations, Nomura Securities assumed thatboth companies’ information for financial forecasts was prepared reasonably based on the best forecasts andjudgment by both companies’ management available as of the time of preparation. Consequently, Nomura Securities’
calculation of the stock swap ratio is based on information and economic conditions as of May 15, 2009.
The calculation report for the stock swap ratio by Nomura Securities was provided to Toho Holdings as reference
information and advice to the investigation of the Board of Directors’ meeting of Toho Holdings, and is not intended
to solicit the approval of this stock swap at the shareholders’ meeting to be convened concerning this stock swap.
Prior to the Board of Directors’ Meeting to approve the conclusion of the stock swap agreement concerning this stockswap, OMWELL received the calculation report for the stock swap ratio containing the following results ofcalculation from Nikko Cordial Securities.
Nikko Cordial Securities planned to conduct a multilateral assessment of stock prices of Toho Holdings andOMWELL, and applied the average market price method, the comparable peer company analysis method and DCF
method to the calculation of stock values of Toho Holdings, a listed company, and evaluated stock values ofOMWEL, a non-listed company, using the comparable peer company analysis method and DCF method, andcalculated the stock swap ratios. A summary of results of the calculations by Nikko Cordial Securities is as follows:
TOHO HOLDINGS
Average market price method

OMWELL
Comparable peer company
analysis method

Stock swap ratio
1 : 31.39～35.72②

Comparable peer company
analysis method

Comparable peer company
analysis method1 : 35.01～44.33③

DCF method

DCF method

1 : 28.71～32.29①In addition, in the average market price method, the calculation date was determined to be May 15, 2009, and theaverage closing price during the period from the following business day of April 28, 2009 when the Company’s
Notice regarding the Revision of the Full-Year Earnings Forecasts for the Fiscal Year ending March 2009 wasdisclosed to the calculation date and the average closing price during the period from the following business day ofMay 8, 2009 when Toho Holdings’ Summary of Consolidated Financial Results for the Fiscal Year ending March2009 was disclosed to the calculation date were analyzed.
When calculating the stock swap ratio, Nikko Cordial Securities adopted data and information provided or publicly
disclosed by Toho Holdings and OMWELL as they were, and calculated ratios on the assumption that data andinformation were correct and complete, without individually verifying the correctness and the completeness of dataand information. Additionally, Nikko Cordial Securities did not carry out its independent evaluation, appraisal and- 3 -assessment of values, including its own analysis and revaluation, of individual non-consolidated assets and liabilities
including contingent liabilities of both companies and their affiliated companies, and did not request appraisal orassessment of values to a third-party institution. Furthermore, for calculations, Nikko Cordial Securities assumed thatboth companies’ information for financial forecasts was prepared reasonably based on the best forecasts andjudgment by both companies’ management available as of the time of preparation.
Additionally, Toho Holdings’ future earnings forecasts, which were a prerequisite for the DCF calculation method byNomura Securities and Nikko Cordial Securities, estimated a significant increase in earnings, but those of OMWELL
did not forecast any material increase or decrease in profits.
2) Background of the calculation
As described in the above, Toho Holdings and OMWELL requested each of Nomura Securities and Nikko Cordial
Securities to calculate the stock swap ratio to be used for this stock swap, and continued with careful consultations
about the stock swap ratio, by referring to the results of the calculations of both securities companies and taking intoconsideration comprehensively both companies’ various factors including their financial situation, status of assets,
future prospects and the schedule for the cancellation of all treasury stocks by OMWELL, which were acquired by
OMWELL on May 18, 2009, by the effective date. As a result of careful deliberation and consultation concerning, onMay 21, 2009, Toho Holdings and OMWELL made a final decision that the stock swap ratio in the above wasappropriate, and reached an agreement.
3) Relationship with the calculation agentsCalculation agents of Nomura Securities and Nikko Cordial Securities are not related parties of Toho Holdings Co.,
Ltd. and OMWELL Inc.
(4)Share warrant and corporate bonds with share warrant of the wholly owned subsidiary established through the stockswap
There are no applicable items.

- 4 -3. Outlines of parties involved in the share exchange (as of March 31, 2009)(1)
Company name
TOHO HOLDINGS CO., LTD.
Holding company’s function, namely(2)Business contents
control and management of operatingcompanies(3)
Establishment
September 17,1948
Principal place of5-2-1 Daizawa, Setagaya Ward, Tokyo(4)
business(5)
Corporate representative Norio Hamada / President and CEO(6)
Capital
10,649 million yen(7)
Number of shares issued 60,766,622 share(8)
Net assets
77,605 million yen (consolidated)(9)
Total assets
397,845 million yen (consolidated)
March 31(10) Fiscal year end(11) Employees
5,558 (consolidated)
(12)

(13)

Major business partners

Major shareholders andequity holdings(15)

Major bank of accounts

Relationships
Parties

December 24, 1947
5-12 Noborimachi, Naka Ward,
Hiroshima City, Hiroshima
Hiroyuki Kohno / President (※)
75 million yen
378,740 share
15,790 million yen (non-consolidated)
39,742 million yen (non-consolidated)
March 31429 (non-consolidated)

DAIICHI SANKYO COMPANY, LIMITEDSHIONOGI & CO., LTD.

Mitsubishi Tanabe Pharma Corporation

Eisai Co., Ltd.

Astellas Pharma Inc

Dainippon Sumitomo Pharma Co., Ltd.

Mitsubishi Tanabe Pharma Corporation: 6.02 ％SHIONOGI & CO., LTD:30.57 ％DAIICHI SANKYO COMPANY, LIMITED: 4.42 ％Hiroyuki Kohno: 113.02 ％Japan Trustee Service Bank, Ltd. (trust account): 4.24 ％Aggregate Corporation Okayama Prefectural

SHIONOGI & CO., LTD: 4.11 ％Medical Association: 6.33 ％Japan Trustee Service Bank, Ltd. (trust account 4G):OMWELL Holdings Company.: 5.49 ％KOHNO KOSAN: 5.04 ％3.64 ％(14)

OMWELL.INC
Wholesale of pharmaceuticals business

Mizuho Bank, Ltd.
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 Holdings is also a director ofOMWEL Inc. In addition, one of the directors of OMWELL
Inc. is also a director of Toho Holdings.

Business relationships

A consolidated subsidiary of Toho Holdings has a limited
business relationship with OMWELL as its customer.

Status applicable tothe related party

Not applicable.

between( ) The Representative Director and President have been replaced by Yohji Doi as of May 21, 2009.

- 5 -4.

Financial results for the latest three fiscal Years（unit: million yen）
TOHO HOLDINGS (consolidated)

Fiscal year end

FY2007

Net sales

FY2008FY2009OMWELL (non-consolidated)
FY2007

FY2008FY2009773,436805,419

838,903

68,67472,55773,509Operating income

9,335

10,269

3,021

1,385

1,509

823

Ordinary income

13,104

13,901

6,525

1,698

1,867

1,206

Net income

7,218

8,381

△2,471952

975

498

125.82 yen

148.23 yen△41.73 yen

2,586.39 yen

2,649.58 yen

12.00 yen

16.00 yen

20.00 yen

40.00 yen

40.00 yen

1,247.22 yen

1,351.96 yen

1,320.76 yen

40,581.11 yen

42,171.45 yen

Net income per
share
Dividends per
shareBook value per
share(note)

1,354.48 yen(note)

40.00 yen
42,873.18 yen(note)OMWELL acquired treasury stocks on May 18, 2009. Net income per share and net assets per share after
adjustment of treasury stocks above are 1,444.35 yen and 45,691.26 yen respectively.

5. Status after the stock swap
(1)Company name

TOHO HOLDINGS CO., LTD.

(2)

Business contents

(3)
(4)

Principal place of businessCorporate representative(5)

Capital(6)

Net assets(7)

Total assets

Holding company’s function, namely control and management of operatingcompanies
5-2-1 Daizawa, Setagaya Ward, Tokyo
Norio Hamada / President and CEO
10,649 million yen
Currently not yet determined
Currently not yet determined(8)

Fiscal year end

March 31

(9) Outline of accounting procedure
Accounting of the stock swap is expected to be based on the purchase method, since a stock swap comes under thecategory of “acquisition” under accounting standards for business combinations. However, an estimation of good
will is not available at present, and the amount and the amortization period will be announced as soon as they arefinalized.
(10)Performance outlook
Impacts from OMWELL’s becoming a wholly owned subsidiary and other effects on the Company’s consolidated
operating results will be reported immediately after details are finalized.

- 6 -