March 11, 2010

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 Kosei Co., Ltd. Becoming a Wholly Owned Subsidiary ofTOHO HOLDINGS CO., LTD. through a Simplified Stock Swap
TOHO HOLDINGS CO., LTD. is pleased to announce that a meeting of the Board of Directors held
today (March 11, 2010) resolved to enter into a stock swap agreement with Kosei Kosei Co., Ltd.,
headquartered in Sumiyoshi Ward, Osaka City) in accordance with which Kosei will become a wholly
owned subsidiary of TOHO HOLDINGS through a simplified stock swap, effective on April 16, 2010, as
detailed below.
In addition, since the total assets of Kosei, which will be a wholly-owned subsidiary of the Company as ofthe end of the latest fiscal year, are less than 10% of the net assets of the Company that will be the parent
company and the net sales of Kosei are less than 3% of those of the Company, some of the disclosure items
and descriptions concerning the stock swap are omitted.
1. Purpose behind establishing the wholly owned subsidiary through a stock swap
TOHO HOLDINGS Group started up the business group the Kyoso Mirai Group in Pharmacy theyear before last in order to cooperate with and assist pharmacies that are independently contributing
to medical services and the support of patients in the local community, and has been inviting theparticipation of dispensing pharmacies that approve its objectives. Kosei has responded to thisinvitation to jointly pursue the objectives, because it considers that the active use of TOHOHOLDINGS Group's managerial resources, while maintaining its local community-oriented operating
will be able to further intensify Kosei’s functions as dispensing pharmacies and to optimize its
corporate value. Under these circumstances, the Company and Kosei have recently decided to executea stock swap.
2. Outlines of the Stock Swap
（1）Schedule of stock swap
① March 11, 2010
② March 11, 2010
③ March 25, 2010 (Planned)

Board of directors’ meeting to approve the stock swap
Conclusion of the agreement regarding the stock swap
Special shareholders’ meeting to approve the stockswap (at Kosei)④ April 16, 2010 (Planned)
Stock swap date (proposed effective date)(Note) This stock swap, as it concerns TOHO HOLDINGS CO., LTD., is scheduled to adopt a
simplified process that is exempted, under Article 796, Paragraph 3 of the Corporations Law, fromobtaining approval of its shareholders’ meeting1（2）Stock swap ratio
TOHO HOLDINGS CO., LTD.

Kosei Co., Ltd.

(Parent company)(Wholly-owned subsidiary)

１3,888Stock swap ratio(Note)①Stock allocation
Toho Holdings will allocate and distribute 3,888 shares to 1 share of Kosei.
②Number of shares to be distributed as part of the stock swap
We will appropriate 233,280 shares of our company for allocation to the stock swap.
（3）Grounds for calculating the stock swap rate
①Basis and background of the calculation
In order to carry out fair dealing in terms of the calculation of the rate to be applied for thisstock swap, we selected SN Corporate Advisory as a third-party institution and requested
that they calculate the stock swap rate on behalf of the participants.
SN Corporate Advisory analyzed the stock value of our company using the market stock
price average method and analyzed the stock value of Kosei using the DCF (discounted cashflow) method for calculating the per stock value respectively.
After discussing the results of the stock values calculated by SN Corporate Advisory withKosei, we came to an agreement on the stock swap ratio for this issue as previously
described.
②Relationship with the company chosen to provide the calculation
SN Corporate Advisory the company chosen to provide the calculation, is an unrelated partyto TOHO HOLDINGS and Kosei.
（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
(1) Company name

TOHO HOLDINGS CO., LTD.

(2) Business contents

Holdingcompany’sfunction,

Kosei Co., Ltd.
namelyDispensing pharmacy business

control and management of operatingcompanies(3) Establishment

September 17,1948

June 1, 2001

(4) Principal place of

5-2-1 Daizawa, Setagaya Ward, Tokyo

7-11-10 Karita, Sumiyoshi Ward,business(5) Corporate

Osaka City, Osaka
Norio Hamada / President and CEO

Harumi Nomura / President(6) Capital

10,649 million yen

3 million yen(7) Number of shares

60,766,622 shares

60 shares

838,903 million yen (consolidated)

686 million yen

representative

issued(8) Net sales2(9) Net assets

77,605 million yen (consolidated)

74 million yen(10) Total assets

397,845 million yen (consolidated)

300 million yen(11) Fiscal year end

March 31

May 31(12) Major

SHIONOGI& CO., LTD: 9.45％

Harumi Nomura: 50.0％

shareholders andMitsubishi Tanabe Pharma Corporation:Takuzou Nomura:50.0％

equity holdings

4.74％
Japan Trustee Service Bank, Ltd. (trustaccount): 3.99％
DAIICHI SANKYO COMPANY,
LIMITED: 3.48％
Astellas Pharma Inc.: 2.67％

Note: With respect to item (12) Major shareholders and equity holdings above, the data for the TOHOHOLDINGS CO., LTD. is as of October 1, 2009, due to changes resulting from stock swaps, and the datafor Kosei Co., Ltd. is as of March 1, 2010.
４．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
involved in the stock swap.
（2）Performance outlook
The impact of Kosei Co., Ltd. becoming TOHO HOLDINGS’ subsidiary on the Company’s
consolidated earnings for the current fiscal year, during which the consolidation will be carriedout, and thereafter is minimal.

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