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 of Conclusion of Consolidation Agreement between Consolidated Subsidiary and Sub-Subsidiary
As published on September 10, 2009, SANUS Inc. (Head office: Nishi Ward, Hiroshima City), a consolidated sub-subsidiary ofToho Holdings Co., Ltd., and OMWELL INC. (Head office: Naka Ward, Hiroshima City), which became the Company’s
wholly-owned subsidiary through a stock swap on October 1, 2009, have been in consultations about their consolidation scheduledfor January 1, 2010, after concluding a memorandum to promote consultation toward the consolidation. Toho Holdings is pleased
to announce that its Board of Directors’ meeting held today has passed a resolution to approve the conclusion of the agreement ofconsolidation between the two companies as detailed below.
It should be noted that, because an absorption-type merger will be made between the Company’s consolidated subsidiary andsub-subsidiary, the disclosures that would otherwise be required are provided herein with certain omissions.

1. Purpose of consolidation
The Kyoso Mirai Group as a corporate group that is engaged in the distribution of drugs and medicines and other medical
products is working toward maximizing its group synergy by actively applying all managerial resources under the corporate
slogan of “Total Commitment to Good Health.” Toho Holdings Co., Ltd. is the core company of the Kyoso Mirai Group.
Toho Holdings transformed OMWELL INC. into its wholly-owned subsidiary through a stock swap, effective on October 1of this year. As mentioned above, OMWELL INC. and SANUS Inc. concluded a memorandum in order to promote
consultations about their consolidation by January 1, 2010. Today, Toho Holdings’ Board of Directors meeting has approved
the conclusion of this agreement of consolidation between both companies.
Toho Holdings intends to promote this business integration in order to increase competitiveness of the Group by efficiently
using the managerial resources of Kyoso Mirai Group in the Chugoku region.
2. Objectives of consolidation(1) Schedule of consolidation
May 21, 2009

November 6, 2009
November 9, 2009 (planned)

November 13, 2009 (planned)

January 1, 2010 (planned)

SANUS Inc. and OMWELL INC. made the memorandum to promote consultation
about their consolidation.
Toho Holdings resolved to approve the memorandum at its Board of Directors’Meeting.
Toho Holdings resolved to approve the agreement of consolidation between thetwo companies at its Board of Directors’ Meeting.
Board of Directors’ Meetings to be held at both SANUS Inc. and OMWELL INC.
to approve the agreement of consolidation.
Conclusion of the agreement of consolidation.
Extraordinary shareholders’ meeting to approve the agreement of consolidation
SANUS Inc. and OMWELL INC. are scheduled to each implement a resolution inwriting under Article 319, Paragraph 1 of the Companies Law on November 13,
2009 (planned).
Date of consolidation1(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.
(3) Details of share allotment
OMWELL INC. (AbsorbedCompany name
SANUS Inc. (Surviving company)company)ratio
110(Note)1. Share allotment ratio
SANUS Inc. shall allot and issue 10 common shares for each OMWELL INC. common share.
2. Number of shares to be issued in the consolidation
Common stock (SANUS Inc.) 3,453,970shares(4) Basis of calculation for the share allotment ratio
SN Corporate Advisory, a third-party institution, was selected to perform the calculation of the share allotment ratio.
Taking share prices arrived at through both the discount cash flow and multiples approaches into account and having
exhaustive consultations with each other, the parties involved judged and agreed that the share allotment ratio specified in
the above item (3) was fair and appropriate.
(5) Treatment of the absorbed company’s share options and bonds with share options
OMWELL INC. has not issued any share options, nor bonds with share options.

2. Outlines of parties involved in the consolidation (As of March 31, 2009, except for (12) Major shareholders andequity holdings, which are as of October 1, 2009)
Surviving company
Absorbed company(1) Company name

SANUS Inc.

(2) Business contents

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

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

OMWELL INC.
Wholesale of pharmaceuticals
business
December 24, 1947
5-12 Noborimachi, Naka Ward,
Hiroshima City, Hiroshima
Yohji Doi
President(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(12) Major shareholders and equity holdings

Toho Pharmaceutical Co., Ltd. 100.0%

Toho Holdings Co., Ltd. 100.0%(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
March 31Impacts from the consolidation on the Company’s performance will beannounced when details of the consolidation are finalized.
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