September 10, 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 of Consolidation of Sub-subsidiaries and Change in Trade NameTOHO HOLDINGS CO., LTD. is pleased to announce that, as published on May 21, 2009, the Company’s consolidated
sub-subsidiary SANUS Inc. (Headquarters: Nishi-ward, Hiroshima) and OMWELL INC. (Headquarters: Naka-ward, Hiroshima),
which will become the Company’s wholly-owned subsidiary through a stock swap on October 1 this year (planned), have beenpromoting consultations about their consolidation on January 1, 2010 after concluding an agreement on consultations about themerger and the Company has resolved at its board meeting held today to accept the basic framework for the consolidation and thechange of the surviving company’s trade name to “SAYWELL Inc.” after consolidation.
An outline of the basic framework is as follows:In addition, details of the consolidation will be announced when the agreement on consolidation is approved.

1. Objectives of consolidation(1) Schedule of consolidation
May 21, 2009

SANUS Inc. and OMWELL.INC made the memorandum to promote consultation about theirconsolidation.
Toho Holdings resolved to approve the memorandum at its Board of Directors’ Meeting.

October, 2009 (planned)

Conclusion of the consolidation agreement by SANUS Inc. and OMWELL.INC.
Company’s approval of the consolidation agreement at its Board of Directors meeting

October, 2009 (planned)

Extraordinary shareholders’ meeting to approve the agreement of consolidation
SANUS Inc. and OMWELL.INC. are scheduled to each implement a resolution in writing
under Article 319, Paragraph 1 of the Companies Law on October, 2009 (planned).

January 1,2010 (planned)

Date of consolidation(2) Method of consolidation
Consolidation is to be carried out based on an absorption-type merger whereby SANUS is the surviving company andOMWELL is the absorbed company, and OMWELL will be dissolved.

12. Outline of both parties
Surviving company

Absorbed company(1) Company name

SANUS Inc.

OMWELL.INC(2) Business contents

Wholesale of pharmaceuticals business

Wholesale of pharmaceuticals business(3) Establishment(5) Corporate representative

September 8, 1947
5-1-1 Shoko-center, Nishi Ward,Hiroshima City, Hiroshima
Toshio Sugimoto

December 24, 1947
5-12 Noborimachi, Naka Ward,
Hiroshima City, Hiroshima
Yohji Doi

(6) Capital

95 million yen

75 million yen(7) Number of shares issued

1,910,000 share

378,740 share(8) Net sales

59,185 million yen

73,509 million yen(9) Net asset

10,895 million yen

15,790 million yen(10) Total asset

28,091 million yen

39,742 million yen(11) Financial year end

March 31

March 31

(4) Principal place

3. Effects of consolidation（1）Company name（2）Business contents（3）Principal place（4）Corporate representative（5）Capital（6）Financial year end（7）Outlook

SAYWELL Inc.
Wholesale of pharmaceuticals business
5-1-1 Shoko-center, Nishi Ward, Hiroshima City, Hiroshima
Yohji Doi President
95 million yen (planned)
March 31
Impacts from the consolidation on the Company’s performance will beannounced when details of the consolidation are finalized.

2