February 10, 2010

To whom it may concern:

5-2-1 Daizawa, Setagaya Ward, TokyoTOHO 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 MEDICAL BRAIN CO., LTD. Becoming a Wholly Owned Subsidiary ofTOHO HOLDINGS CO., LTD. through a Simplified Stock Swap
As published on January 8, 2010, TOHO HOLDINGS CO., LTD. has been in negotiations with
MEDICALBRAIN (MEDICAL BRAIN CO., LTD. headquartered in Yawata-nishi Ward, Kita-Kyushu City,Fukuoka) 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 (February 10, 2010) resolved to enter intoa stock swap agreement with MEDICAL BRAIN, in accordance with which MEDICAL BRAIN. will
become a wholly owned subsidiary of TOHO HOLDINGS through a simplified stock swap, effective on
March 15, 2010, as detailed below.
In addition, since the total assets of MEDICAL BRAIN, which will be a wholly-owned subsidiary of theCompany as of the end of the latest fiscal year, are less than 10% of the net assets of the Company that willbe the parent company and the net sales of MEDICAL BRAIN 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. MEDICAL BRAIN has responded
to this invitation 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 MEDICAL BRAIN’s functions as dispensing pharmacies and tooptimize its corporate value. Under these circumstances, the Company and MEDICAL BRAIN haverecently decided to execute a stock swap.
２．Outlines of the Stock Swap
（1）Schedule of stock swap
① February 10, 2010
② February 10, 2010
③ February 19, 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 MEDICAL BRAIN)④ March 15, 2010 (Planned)
Stock swap date (proposed effective date)(Note) This stock swap, as it concerns TOHO HOLDINGS is scheduled to adopt a simplified processthat is exempted, under Article 796, Paragraph 3 of the Corporations Law, from obtaining approval of
its shareholders’ meeting1（2）Stock swap ratio
TOHO HOLDINGS CO., LTD.

MEDICAL BRAIN CO., LTD.

(Parent company)(Wholly-owned subsidiary)

１923

Stock swap ratio(Note)①Stock allocation
TOHO HOLDINGS will allocate and distribute 923 shares to 1 share of MEDICALBRAIN.
②Number of shares to be distributed as part of the stock swap
We will appropriate 443,040 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 MEDICAL BRAIN 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 withMEDICAL BRAIN, we came to an agreement on the stock swap ratio for this issue aspreviously described.
②Relationship 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 and MEDICAL BRAIN.
（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 （Each company’s operating results were extractedfrom their financial statements for the fiscal year ended March 2009.）(1) Company name

TOHO HOLDINGS CO., LTD.

(2) Business contents

Holdingcompany’sfunction,

MEDICAL BRAIN CO., LTD.
namelyDispensing pharmacy business

control and management of operatingcompanies(3) Establishment

September 17,1948

July 21, 1995

(4) Principal place of

5-2-1 Daizawa, Setagaya Ward, Tokyo

2-1-6 Chiyogasaki, Yahata Nishi
Ward,business

Kita

KyushuFukuoka(5) Corporate

Norio Hamada / President and CEO

Jiro Hirata / President

10,649 million yen

25 million yen

representative(6) Capital

2City,

(7) Number of shares

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

SHIONOGI& CO., LTD:: 9.45％

Jiro Hirata: 75.4％

shareholders andMitsubishi Tanabe Pharma Corporation:

Norio Deguchi: 10.0％

equity holdings

4.74％

Fujiko Hirata: 8.3％

Japan Trustee Service Bank, Ltd. (trust

Yuki Hirata: 2.1％

account): 3.99％

Kei Hirata: 2.1％

issuedDAIICHI 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 MEDICAL BRAIN CO., LTD. is as of February 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 MEDICAL BRAIN CO., LTD. becoming TOHO HOLDINGS’ subsidiary on theCompany’s consolidated earnings for the current fiscal year, during which the consolidation will
be carried out, and thereafter is minimal.

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