July 23, 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 Business Consolidation Involving TOHO PHARMACEUTICAL CO., LTD., a Wholly-Owned
Subsidiary of TOHO HOLDINGS, and ASUCOME CO., LTD., a Wholly-Owned Sub-Subsidiary of the Company
TOHO HOLDINGS CO., LTD. is pleased to announce that its Board of Directors meeting held today (July 23, 2010) has
passed a resolution on the business consolidation involving TOHO PHARMACEUTICAL CO., LTD., a wholly-owned
subsidiary of the Company (hereinafter “Toho Pharmaceutical”), and ASUCOME CO., LTD., a wholly-owned
sub-subsidiary of the Company (hereinafter “Asucome”), which has already been published in “Notice Regarding theBusiness Reorganization of ASUCOME CO., LTD. a Wholly Owned Sub-subsidiary of TOHO HOLDINGS CO., LTD. ”
dated April 8, 2010 and will be implemented in the form set forth below.
It should be noted that, because the business consolidation only involves the Company’s wholly-owned consolidated
subsidiary and its consolidated sub-subsidiary, the disclosures that would otherwise be required are provided herein withcertain omissions.
1. Purpose of consolidation
The Kyoso Mirai Group, with TOHO HOLDINGS as its core company, is a corporate group engaged in thedistribution 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 toGood Health.”
The Group has adopted a business management and control system under which the pharmaceutical wholesaling
and the dispensing pharmacy businesses are centered on TOHO PHARMACEUTICAL CO., LTD., a wholly owned
subsidiary of TOHO HOLDINGS (hereinafter “Toho Pharmaceutical”), and PharmaCluster Co., Ltd., another wholly
owned subsidiary of the Company (hereinafter “PharmaCluster”), respectively. The Company has decided to merge
Asucome, which became a wholly-owned subsidiary of Toho Pharmaceutical on February 1, 2010, into Toho
Pharmaceutical, with the aim of optimizing group-wide managerial resources and boosting corporate value topromptly respond to a rapidly changing operating environment.
2. Objectives of consolidation(1) Schedule of consolidation
July 23, 2010

The agreement of consolidation

October 1, 2010

Date of consolidation (planned)

Toho Pharmaceutical and Asucome will perform the consolidation without obtaining an approval on the agreement ofconsolidation from their shareholders’ meetings, with the former, pursuant to the provisions related to the small-scale merger
set forth in Paragraph 3 of Article 796 of the Japanese Companies Act, and the latter, pursuant to those related to thesummary form merger set forth in Paragraph 1 of Article 784 of the Act.

(2) Method of consolidation
Consolidation is to be carried out based on an absorption-type merger whereby TOHO PHARMACEUTICAL is thesurviving company and ASUCOME will be dissolved.
(3) Details of share allotment
As Toho Pharmaceutical owns all shares of Asucome, there will be no issuance of new shares, increase of share capitalor cash payment upon the consolidation.
(4) Treatment of the absorbed company’s share options and bonds with share options
Asucome has not issued any share options, nor bonds with share options.
3. Outlines of parties involved in the consolidation
Surviving Company

Absorbed Company(1) Company nameToho Pharmaceutical Co., Ltd.

ASUCOME CO., LTD.

(2) Business contents

Pharmaceutical Wholesaling

Pharmaceutical Wholesaling(3) Establishment

November 4 ,2008

November 27 ,1950(4) Principal place

5-2-1 Daizawa, Setagaya-ku, Tokyo

1-3-7 Kimachidohri, Aoba-ku, Sendai-shi, Miyagi(5) Corporate representative

Hiroyuki Kohno

President

Ohkubo Masami

President(6) Capital

300 million yen

404 million yen(7) Number of shares issued

200 shares696,888 shares(8) Net sales

946,976 million yen (Fiscal 2010)

59,827 million yen (Fiscal 2010)(9) Net assets

11,828 million yen (Fiscal 2010)

120 million yen (Fiscal 2010)(10) Total assets

370,212 million yen (Fiscal 2010)

27,516 million yen (Fiscal 2010)(11) Fiscal year end

March 31

March 31(12) Major shareholders and equity

TOHO HOLDINGS CO., LTD.

TOHO PHARMACEUTICAL CO.,holdings

100.0%

LTD. 100.0%

4. Effects of consolidation

There will be no change in the trade name, the business, the location of the head office, the title and name of representatives,
the amount of stated capital and the fiscal year-end of Toho Pharmaceutical upon the consolidation.
5. Outlook
Since the planned consolidation is a part of the Group’s reorganization involving only the Company’s wholly-owned
subsidiary and its wholly-owned sub-subsidiary, the impact it will have on the Company’s consolidated financial results forthe fiscal year ending March 2011 is expected to be minimal.

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