July 16, 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 the Conclusion of a Consolidation Agreement between Consolidated Sub-subsidiaries
As announced in the Notice of Conclusion of Memorandum to Promote Consultation about Consolidation between
Consolidated Subsidiaries published on May 21, 2009, Kyushu Toho Co., Ltd. (head office: Kumamoto City), aconsolidated sub-subsidiary of TOHO HOLDINGS CO., LTD., and Mori Pharmaceutical Co., Ltd. (head office:Miyazaki City), also a consolidated sub-subsidiary of the Company, made the memorandum to promote consolidation
between them by October 1, 2009. In this connection, TOHO HOLDINGS is pleased to announce that its Board ofDirectors meeting held today has resolved the conclusion of a consolidation agreement between both companies. The
details are as follows:
1. Purpose of consolidation
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.
As mentioned above, Kyushu Toho Co., Ltd. and Mori Pharmaceutical Co., Ltd. concluded a memorandum in order topromote consultations about their consolidation by October 1, 2009. Today, Toho Holdings’ Board of Directors meeting has
approved the conclusion of this agreement of consolidation between both companies.
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. Objectives of consolidation(1) Schedule of consolidation
May 21, 2009

July 16, 2009

The beginning of
September 2009

October 1, 2009

Kyushu Toho Co., Ltd. and Mori Pharmaceutical Co., Ltd. made the memorandum topromote consultation about their consolidation.
Toho Holdings resolved to approve the memorandum at its Board of Directors’ Meeting.
Conclusion of the consolidation agreement by Kyushu Toho Co., Ltd. and Mori
Pharmaceutical Co., Ltd.
Company’s approval of the consolidation agreement at its Board of Directors meeting
Extraordinary shareholders’ meeting to approve the agreement of consolidation
Kyushu Toho Co., Ltd. and Mori Pharmaceutical Co., Ltd. are scheduled to each
implement a resolution in writing under Article 319, Paragraph 1 of the Companies Law
on September 10, 2009 (planned).
Date of consolidation1(2) Method of consolidation
Consolidation is to be carried out based on an absorption-type merger whereby Kyushu Toho is the surviving company andMori Pharmaceutical is the absorbed company, and Mori Pharmaceutical will be dissolved.
In addition, no shares or money shall be allocated at the time of the merger since the Company’s wholly-owned subsidiary,
Toho Pharmaceutical Co., Ltd., possesses the whole of the outstanding shares of both companies.
(3) Treatment of the absorbed company’s share options and bonds with share options
Mori Pharmaceutical Co., Ltd. has not issued any share options, nor bonds with share options.
3. Outline of both parties(1) Company name(2) Business contents(3) Establishment(4) Principal place(5) Corporate representative(6) Capital(7) Number of shares issued

Surviving company

Absorbed company

Kyushu Toho Co., Ltd
Wholesale of pharmaceuticals
business
February 2, 1948
356 Yoyasu-cho, Kumamoto City,
Kumamoto
Tadakatsu Terazono
President
522 million yen

Mori Pharmaceutical Co., Ltd.
Wholesale of pharmaceuticals business
December 27, 1950
33 Yanagimaru-cho, Miyazaki City,
Miyazaki
Toyoharu Kubota
President
400 million yen

10,440,000 share

580,000 share(8) Net asset

8,697 million yen (non-consolidated)-87 million yen (non-consolidated)(9) Total asset

26,696 million yen (non-consolidated)

3,350 million yen (non-consolidated)

March 31

March 31(10) Financial year end

4. Effects of consolidation（1）Company name（2）Business contents（3）Principal place（4）Corporate representative（5）Capital（6）Financial year end（7）Outlook

Kyushu Toho Co., Ltd
Wholesale of pharmaceuticals business
356 Yoyasu-cho, Kumamoto City

Tadakatsu Terazono

President

522 million yen (No increase in capital due to consolidation)
March 31
Impacts from this consolidation on the Company’s consolidated operating results areinsignificant.

2

<Reference>
New lineup of the management after consolidation (effective on October 1, 2009, unofficially decided)
Name

New appointment

Noritaka Wakasa

Representative Director and Chairman

Tadakatsu Terazono

Representative Director and President

Toyoharu Kubota

Deputy President and Director
General Manager of Sales and Marketing Division

Kohichi Arakawa

Deputy President and Director

Norio Hamada

Director (part-time director）

Noboru Sakagami

Auditor (part-time auditor）

Sadarou Matsumoto

Auditor (part-time auditor）

Mieko Yamada
Tsuneo Ohmachi
Kazuhiro Imasugi

Yoshinori Fukura
Akira Amada
Takuji Yoshii

Executive Corporate Officer
General Manager of Administration Division
Executive Corporate Officer
General Manager of General Affairs DivisionCorporate Officer
Joint General Manager of Marketing andSales Division in charge of Northern Kyushu
Corporate Officer
Joint General Manager of Marketing andSales Division in charge of Southern Kyushu
Corporate Officer
General manager of Customer Support Department
Senior Advisor3