January 8, 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 the Commencement of Consultations toward a Business Merger between Toho
Holdings Co., Ltd. and Medical Brain Co., Ltd.
TOHO HOLDINGS CO., LTD. is pleased to announce that at the meeting of its Board of Directors held onJanuary 8, 2010, it was resolved to make an agreement to commence consultations towards a business merger
between the Company and MEDICAL BRAIN CO., LTD. (Head office: Yahata Nishi Ward, Kita Kyushu City,Fukuoka Prefecture), which is deploying the dispensing pharmacy business mainly in the Kyushu area. An
outline is as follows:

1. Purpose of the Commencement of Consultations toward a Business Merger
Toho Holdings Group started up the business group the Kyoso Mirai Group in Pharmacy the year before last inorder to cooperate with and assist pharmacies that are independently contributing to medical services and thesupport of patients in the local community, and has been inviting the participation of dispensing pharmacies thatapprove its objectives.
Medical Brain has approved the objectives and considered that it would be able to further strengthen its
dispensing functions and maximize its corporate value by actively utilizing the management resources of theToho Holdings Group while maintaining its community-based business infrastructure. Consequently, the twocompanies above have decided to commence consultations towards business integration among them.

2. Content of Consultations concerning the Business Merger
The Company intends to make Medical Brain Co., Ltd. a wholly owned subsidiary in early March, 2010.

Specific details about the method of the business merger and the operation and business expansion after thebusiness merger will be announced immediately after they have been finalized.

13. Outlines of the parties involved(1) Company name(2) Business contents

TOHO HOLDINGS CO., LTD.

MEDICAL BRAIN CO., LTD.

(as of March 31, 2009)(as of March 31, 2009)

Holding company’s function, namely control

Dispensing pharmacy businessand management of operating companies(3) Establishment

July 21, 1995

September 17,1948(4) Principal place of business

2-1-6 Chiyogasaki, Yahata Nishi Ward, Kita
5-2-1 Daizawa, Setagaya Ward, TokyoKyushu City, Fukuoka(5) Corporate representative

Norio Hamada / President and CEO

Jiro Hirata / President(6) Capital

10,649 million yen

25 million yen(7) Number of shares issued

60,766,622 shares

480 shares(8) Net sales

838,903 million yen (consolidated)

1,640 million yen(9) Net assets

77,605 million yen (consolidated)

87 million yen(10) Total assets

397,845 million yen (consolidated)

616 million yen(11) Fiscal year end

March 31

March 31(12) Major shareholders andMitsubishi Tanabe Pharma Corporation: 6.02 %Jiro Hirata: 75.4 %equity holdings

DAIICHI SANKYO COMPANY, LIMITED:

Norio Deguchi: 10.0 %4.42 %

Fujiko Hirata: 8.3 %Japan Trustee Service Bank, Ltd. (trustYuki Hirata: 2.1 %account): 4.24 %Kei Hirata:2.1 %SHIONOGI & CO., LTD: 4.12 %Japan Trustee Service Bank, Ltd. (trust account4G): 3.64 %2