April 8, 2010
To whom it may concern:

Company Name : TOHO HOLDINGS CO., LTD.
Representative : Norio Hamada / President and CEO(Securities Code: 8129 / Tokyo Stock Exchange)
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 TOHOHOLDINGS CO., LTD. and SHOUEI CO., LTD.
TOHO HOLDINGS CO., LTD. is pleased to announce that at the meeting of its Board of Directors
held today (April 8, 2010), it was resolved that TOHO PHARMACEUTICAL CO., LTD., a wholly
owned subsidiary of the Company, and SHOUEI CO., LTD. should commence consultations
towards their business merger scheduled for April 1, 2011. The details are as follows:
1.

Purpose of the Commencement of Consultations toward a Business Merger
The Kyoso Mirai Group, with TOHO HOLDINGS as its core company, is a corporate groupengaged in the distribution 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.”
Founded more than 80 years ago, SHOUEI is a pharmaceutical wholesaler operating in Aomoriand Iwate prefectures. Since October 1999, when it formed a business alliance with TOHOHOLDINGS, SHOUEI has shared values with all people involved in medical services as amember of the Kyoso Mirai Group and contributed to supporting the health and wellness ofcommunities. TOHO HOLDINGS currently owns 10% of SHOUEI’s outstanding shares.
TOHO HOLDINGS shifted to a holding company system on April 1, 2009 to promptly andflexibly respond to the rapidly changing business environment, and with the aim of optimizing
group-wide managerial resources and maximizing its corporate value. With SHOUEI agreeing tojointly pursue this corporate policy, it has been decided to commence consultations toward abusiness merger.

2.

Content of Consultations concerning the Business Merger
SHOUEI is scheduled to become a wholly owned subsidiary of TOHO PHARMACEUTICAL
CO., LTD., a wholly owned subsidiary of TOHO HOLDINGS, on April 1, 2011. Specific details
about the method of the business merger and the operation and business expansion after themerger will be announced immediately after they have been finalized.

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Outlines of the parties involved (As of March 31, 2009)(1) Company name

TOHO HOLDINGS CO., LTD.

SHOUEI CO., LTD.

(2) Business contents

Holding company’s function, namely control

Pharmaceutical wholesaling businessand management of operating companies(3) Establishment(4) Principal place ofbusiness(5) Corporate

November 27, 1950

September 17,1948
5-2-1 Daizawa, Setagaya Ward, Tokyo

1-6-2 Okuno, Aomori-shi, Aomori

Norio Hamada / President and CEO

Muchio Nakazato / President(6) Capital

10,649 million yen

42.6 million yen(7) Number of shares

60,766,622 shares

42,600 shares(8) Net sales

838,903 million yen (consolidated)

42,858 million yen(9) Net assets

77,605 million yen (consolidated)

2,993 million yen(10) Total assets

397,845 million yen (consolidated)

17,910 million yen(11) Fiscal year end

March 31

March 31(12) Major

SHIONOGI & CO., LTD: 9.45％

Yoshie Hara: 21.48％

shareholders andMitsubishi Tanabe Pharma Corporation:

Yukichiro Hara: 15.03％

equity holdings

4.74％

TOHO HOLDINGS CO., LTD.:

Japan Trustee Service Bank, Ltd. (trust10.00％

account): 3.99％

Tsuneharu Hayami: 6.60％

DAIICHI SANKYO COMPANY, LIMITED:

Sachiko Sato: 6.22％

representative

issued

3.48％
Astellas Pharma Inc: 2.67％(13)Main Bank

Mizuho Bank , Ltd.

Michinoku Bank, Ltd.

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Aomori Bank, Ltd.

Note: With respect to item (12) Major shareholders and equity holdings above, the data for theTOHO HOLDINGS CO., LTD. is as of October 1, 2009, due to changes resulting from stock
swaps, and the data for SHOUEI CO., LTD. is as of April 1, 2010.

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