December 11, 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 Asucome Co., Ltd. Becoming a Wholly Owned Subsidiary ofToho Holdings Co., Ltd. through a Simplified Stock Swap
As published on January 9, 2009 and August 5, 2009, Toho Holdings Co., Ltd. has been in negotiations withAsucome Co., Ltd. (hereinafter “Asucome”) about a business merger between the two companies. The
Company is pleased to announce that its Board of Directors meeting held today has passed a resolution toimplement a stock swap through which Toho Holdings will make Asucome its wholly-owned subsidiary(hereinafter the “Stock Swap”), and has entered into a stock swap agreement with the company.
Toho Holdings is further planning to make Asucome a wholly-owned subsidiary of Toho Pharmaceutical Co.,
Ltd., another wholly owned-subsidiary of the Company, immediately after the effective date of the StockSwap.
1. Purpose behind establishing the wholly owned subsidiary through a stock swap
The Kyoso Mirai Group, with Toho Holdings as its core company, is a corporate group engaged in thedistribution of pharmaceutical and other medical products. It has been working toward maximizing its
group synergy through active use of managerial resources of all member companies under the group slogan,“Total Commitment to Good Health.”
Asucome operates pharmaceutical wholesaling and dispensing pharmacy businesses in the five prefectures(Aomori, Iwate, Miyagi, Yamagata, and Fukushima) of the Tohoku region as well as in Ibaraki prefecture.
It formed a business alliance with Toho Holdings in October 2000 to become a member of the Kyoso Mirai
Group so that it could benefit from the Group’s cooperative purchasing, marketing tie-ups, and joint use ofcomputers.
Toho Holdings has decided to integrate businesses with Asucome through a stock swap, considering thatthe effective use of the Kyoso Mirai Group’s managerial resources in the Asucome’s operating bases will beable to further intensify the Group’s marketing capacity and to optimize its value.
Through this business merger, the two companies intend to benefit from synergy effects mainly in theareas of purchasing, distribution, and marketing activities.
2. Outlines of the Stock Swap and the Stock Transfer(1) Schedule of stock swap
December 11,2009(Friday)
BOD to approve the conclusion of the stock swap
agreement (This company and Asucome)December 11,2009(Friday)
Conclusion of the agreement regarding the stock swap
(Toho Holdings and Asucome)December 26,2009(Saturday)
Special shareholders’ meeting to approve the stock(Planned)
swap (at Asucome)February 1,2010(Monday)
Stock swap date (proposed effective date)(Planned)(Note) This stock swap, as it concerns Toho Holdings is scheduled to adopt a simplified process that isexempted, under Article 796, Paragraph 3 of the Corporations Law, from obtaining approval of its
shareholders’ meeting.
1(2) Stock swap ratio
Toho Holdings Co., Ltd.
(Parent company)

Asucome Co., Ltd.
(Wholly-owned subsidiary)

1

1.239

Stock swap ratio(Note) 1) Stock allocation
Toho Holdings will allocate and distribute 1,239 shares to 1 share of Asucome.
If a fraction that is less than one share arises as a share allocation number, we are to sell sharesthat are equivalent to the total of the fractions in accordance with Article 234 of the Corporation
Law (If the total number contains a fraction that is less than 1, the fraction is to be disregarded.),and distribute the proceeds to the relevant shareholders in response to the fractions.
2) Number of shares to be distributed as part of the stock swap
Toho Holdings will appropriate 863,444 shares of the Company for allocation of common shares tothe Stock Swap.
(3) Grounds for calculating the stock swap rate1) Basis and background of the calculation
In order to carry out fair dealing in terms of the calculation of the ratio to be applied for the Stock Swap,
we selected Nomura Securities Co., Ltd. as a third-party institution and requested that they calculate
the stock swap ratio on behalf of the parties involved. After consultations with each other based on theresults of the stock swap ratio calculated by Nomura Securities, Toho Holdings and Asucome agreed
and decided to employ the above-mentioned ratio for the Stock Swap, which was arrived at bycomparing the per-share stock values of the two companies: the per-share stock value of Toho Holdings
was calculated through the market stock price average method, since its shares are publicly traded,
whereas that of Asucome, through a comparison with similar companies. If there are significant
changes affecting the conditions of the calculation base, the share swap ratio may be revised throughconsultations between the two companies.
2) Relationship with the company chosen to provide the calculation
Nomura Securities the company chosen to provide the calculation, is an unrelated party to TohoHoldings and Asucome.
(4) Share warrant and corporate bonds with share warrant of the wholly owned subsidiary establishedthrough the stock swap
There are no applicable items.
3. Outlines of parties involved in the stock swap (as of March 31, 2009)
Parent company
(1)
(2)
(3)

Company namePrincipal placebusinessCorporate
representative(4)

Business contents

(5)
(6)

CapitalEstablishmentofToho Holdings Co., Ltd.
5-2-1 Daizawa, Setagaya Ward, Tokyo

Wholly-owned subsidiary

Asucome Co., Ltd.
1-3-7 Kimachidori, Aoba Ward, SendaiCity, Miyagi

Norio Hamada, President and CEO

Masato Kanno, President

Holding company’s function, namelycontrol and management of operatingcompanies
10,649 million yen
September 17,1948

Wholesale of pharmaceutical andother medical products, Dispensing
Pharmacy Business
404 million yen
December 27, 1950

2(7)Number of sharesissuedFiscal year end
Employees

60,766,622

696,888

March 315,558 (consolidated)

March 31695(10)

Major business
partners

DAIICHI SANKYO COMPANY, LIMITED.
Mitsubishi Tanabe Pharma Corporation.
Astellas Pharma Inc.

(11)

Main bankMizuho Bank, Ltd.
The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Chugai Pharmaceutical Co., Ltd.
Mitsubishi Tanabe Pharma
Corporation.

(8)
(9)

(12)
(13)

(14)

Major shareholders
and equity holdings

Mitsubishi Tanabe Pharma Corporation. 6.02％
DAIICHI SANKYO COMPANY, LIMITED. 4.42％
Japan Trustee Service Bank, Ltd. (trust account) 4.24％
Shionogi & Co., Ltd 4.12％
Japan Trustee Service Bank, Ltd. (trust account 4G) 3.64％

DAIICHI SANKYO COMPANY, LIMITED.

Sumitomo Mitsui Banking Corporation.
The 77 Bank Ltd.

DAIICHI SANKYO COMPANY, LIMITED.
Katsumi Iwasaki 9.14%
Masato Kanno 7.26%
Chugai Pharmaceutical Co., Ltd. 5.95%
Hiromichi Ishidate 5.18%

15.41%

Relationships between parties
There is no material capital relationship between Toho Holdings and Asucome,nor is there any material capital relationship between personnel or companies
Capital relationshipaffiliated with Toho Holdings and personnel or companies affiliated withAsucome.
One employee of Toho Pharmaceutical Co., Ltd., Toho Holdings’ wholly-owned
Personnel
subsidiary, has assumed the position of a senior director of Asucome. Toho
relationships
Holdings’ auditor has assumed the position of an auditor for Asucome as well.
Toho Holdings has provided guarantees for Asucome’s debt. In addition, TohoBusinessPharmaceutical Co., Ltd., the Company’s wholly-owned subsidiary, has business
relationships
deals with Asucome, such as sales of products to the latter.
Status applicable to Asucome is not a related party of Toho Holdings, nor is any personnel ort he rel ated p art y company affiliated with Asucome, either.
Management results and financial conditions for the latest three fiscal years (Unit: million yen)
Toho Holdings (Consolidated)
Asucome (Non-consolidated)
Fiscal year

Net asset
Total asset
Net asset per share (yen)Net sales
Operating income
Ordinary income
Net income
Net income per share (yen)Dividends per share (yen)

FY2007
76,790396,447
1,241.22
773,436
9,335
13,1047,218
125.8212.00

FY200880,772387,273
1,351.96
805,419
10,26913,901
8,381
148.2316.00

FY2009FY2007

FY2008FY200977,605397,845
1,320.76
838,903
3,021
6,525-2,471-41.73
20.00

6,882
36,532
9,617.78
72,876221
268-132-188.23
50.00

6,226
33,292
8,529.6663,339
3128-505-705.43
50.00

3,151
30,2184,522.57
57,449-2,125-2,185-2,753-4,004.29
04. Status after the stock swap (of the wholly owning parent company created as a result of the stock swap)(1) Company name, business contents, principal place of business, corporate representative, fiscal year end, capital
The information regarding these items will remain the same as indicated in 3. Outlines of parties involvedin the stock swap.
(2) Performance outlook
Toho Holdings is planning to make Asucome a wholly-owned subsidiary of TOHO PHARMACEUTICAL,
another wholly owned-subsidiary of the Company, immediately after the effective date of the Stock Swap.
The impact of Asucome becoming Toho Holdings’ wholly-owned subsidiary on the Company’s consolidated
earnings for the current fiscal year, during which the consolidation will be carried out, is minimal.

3