November 6, 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 Seiko Pharmacy Becoming a Wholly Owned Subsidiary ofToho Holdings Co., Ltd. through a Simplified Stock Swap
As published on October 9, 2009, Toho Holdings Co., Ltd. has been in negotiations with the Seiko Pharmacy Group (SeikoPharmacy Co., Ltd., headquartered in Iizuka City, Fukuoka Prefecture; and Himawari Pharmacy Company Limited, headquartered inSawara Ward, Fukuoka City) with the object of making the latter Toho Holdings’ subsidiaries. The Company is pleased to announce
that a meeting of the Board of Directors held today (November 6, 2009) resolved to enter into a stock swap agreement with the Seiko
Pharmacy Group, in accordance with which Seiko Pharmacy Co., Ltd. will become a wholly owned subsidiary of Toho Holdings
through a simplified stock swap, effective on December 1, 2009, as detailed below.
It should be noted that, because this stock swap qualifies for a simplified process, the disclosures that would otherwise berequired are provided herein with certain omissions.

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 last year in order to cooperate withand assist pharmacies that are independently contributing to medical services and the support of patients in the local
community, and has been inviting the participation of dispensing pharmacies that approve its objectives. The Seiko Pharmacy
Group has responded to this invitation to jointly pursue the objectives, because it considers that the active use of Toho
Holdings Group’s managerial resources, while maintaining its local community-oriented operating bases centering on
Fukuoka Prefecture, will be able to further intensify the Seiko Pharmacy Group’s functions as dispensing pharmacies and tooptimize its corporate value. Under these circumstances, the Company and the Seiko Pharmacy Group have recently decided
to execute a stock swap.

2. Overview of stock swap
(1) Schedule of stock swap
1) November 6, 2009

Board of directors’ meeting to approve the stock swap

2) November 6, 2009

Conclusion of the agreement regarding the stock swap

3) November 20, 2009 (Planned)

Extraordinary general shareholders meeting for approval of the stock swap
agreement (Seiko Pharmacy）

4) December 1, 2009 (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 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.

Seiko Pharmacy Co., Ltd.

(Parent company)(Wholly-owned subsidiary)

１

157

Stock swap ratio(Note) 1) Stock allocation
Toho Holdings Co., Ltd. will allocate and distribute 157 shares to 1 share of Seiko Pharmacy.
2) Number of shares to be distributed as part of the stock swap
We will appropriate 471,000 shares of our company for allocation to the 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 rate to be applied for this stock swap, we selected SN
Corporate Advisory as a third-party institution and requested that they calculate the stock swap rate on behalf of theparticipants.
SN Corporate Advisory analyzed the stock value of our company using the market stock price average method andanalyzed the stock value of Seiko Pharmacy using the DCF (discounted cash flow) method for calculating the per stock
value respectively.
After discussing the results of the stock values calculated by SN Corporate Advisory with Seiko Pharmacy, we came to anagreement on the stock swap ratio for this issue as previously described.
2) Relationship with the company chosen to provide the calculation
SN Corporate Advisory, the company chosen to provide the calculation, is an unrelated party to Toho Holdings Co., Ltd.
and Seiko pharmacy.

(4) Share warrant and corporate bonds with share warrant of the wholly owned subsidiary established through the stockswap
There are no applicable items.

2

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

Toho Holdings Co., Ltd.

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

Holding company’s function, namely control andDispensing pharmacy business

management of operating companies(3) Establishment

September 17,1948

March 25,1985(4) Principal place of business

5-2-1 Daizawa, Setagaya Ward, Tokyo

6-1 Yoshihara-machi, Iiduka City, Fukuoka(5) Corporate representative

Norio Hamada

Masahiro Iwaido

President and CEO

President(6) Capital

10,649 million yen

30 million yen(7) Number of shares issued

60,766,622 shares

3,000 shares(8) Net sales

838,903 million yen (Consolidated)

1,363 million yen(9) Net asset

77,605 million yen (Consolidated)

131 million yen(10) Total asset

397,845 million yen (Consolidated)

571 million yen(11) Fiscal year end

March 31

March 31(12) Major shareholders and equity

Mitsubishi Tanabe Pharma Corporation.

6.02％

Masayo Iwaido

40.0％

holdings

DAIICHI SANKYO COMPANY, LIMITED.

4.42％

Masahiro Iwaido

30.0％Japan Trustee Service Bank, Ltd. (trust account)

4.24％

Norio Deguchi

30.0％

Shionogi & Co., Ltd

4.12％

Japan Trustee Service Bank, Ltd. (trust account 4G)3.64％

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 Seiko Pharmacy Company Limited becoming Toho Holdings’ subsidiary on the Company’s consolidated
earnings for the current fiscal year, during which the consolidation will be carried out, and thereafter is minimal.

3