April 12, 2013
To whom it may concern:
Company Name : TOHO HOLDINGS CO., LTD.
Representative : Norio Hamada /President and Representative Director(Securities Code: 8129 / First Section of Tokyo Stock Exchange)
Contact: Katsuya Kato
Corporate Officer and General Manager ofCorporate Communications Officeand Corporate Planning Office(TEL: 03-5259-9520)

Notice Regarding Business Consolidation Involving TOHO PHARMACEUTICAL CO., LTD., a Wholly-Owned
Subsidiary of TOHO HOLDINGS, and 4 Wholly-Owned Sub-Subsidiaries of the Company

TOHO HOLDINGS CO., LTD. is pleased to announce that a meeting of the Board of Directors held today (April 12, 2013) adopted aresolution on a business consolidation involving TOHO PHARMACEUTICAL CO., LTD. (hereinafter “TOHOPHARMACEUTICAL”), a wholly-owned subsidiary of TOHO HOLDINGS, and wholly-owned sub-subsidiaries of the Company,
namely Honma Toho Co., Ltd. (“Honma Toho”), Ogawa Toho Co., Ltd. (“Ogawa Toho”), Sue Yakuhin Co., Ltd. (“Sue Yakuhin”), andYamaguchi Toho Co., Ltd. (“Yamaguchi Toho”), as described below.
It should be noted that, because the business consolidation only involves the Company’s wholly-owned consolidated subsidiary and its
consolidated sub-subsidiaries, the disclosures that would otherwise be required are provided herein with certain omissions.
1. Purpose of consolidation
The Kyoso Mirai Group, with TOHO HOLDINGS as its core company, is a corporate group engaged in the distribution ofpharmaceutical 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.”
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.
TOHO HOLDINGS has decided that the four wholly-owned sub-subsidiaries of the Company operating in the North Kanto andKoshinetsu regions, Honma Toho, Ogawa Toho, Sue Yakuhin and Yamaguchi Toho, will be consolidated (absorbed) into TOHOPHARMACEUTICAL for the purpose of optimizing the managerial resources of the entire Group and maximizing its corporate value,
thereby responding promptly to the dramatically changing business environment.
2. Objectives of consolidation(1) Schedule of consolidation
The Beginning of July 1, 2013
October 1, 2013

The agreement of consolidation (planned)
Date of consolidation (planned)

Since this merger falls within the scope of a simple merger for TOHO PHARMACEUTICAL as set forth in the provisions of Article
796, paragraph 3 of the Companies Act and a short form merger for Honma Toho, Ogawa Toho, Sue Yakuhin and Yamaguchi Toho as
set forth in Article 784, paragraph 1 of the same act, it is being executed without obtaining the approval of their respective generalshareholders’ meetings concerning the merger agreement.

1(2) Method of consolidation
Consolidation is to be carried out based on an absorption-type merger whereby Toho Pharmaceutical is the surviving company andHonma Toho, Ogawa Toho, Sue Yakuhin and Yamaguchi Toho will be dissolved.
(3) Details of share allotment
As Toho Pharmaceutical owns all shares of the absorbed companies, there will be no issuance of new shares, increase of share capital or
cash payment upon the consolidation.
(4) Treatment of the absorbed companies' shares options and bonds with share options
Honma Toho, Ogawa Toho, Sue Yakuhin and Yamaguchi Toho have not issued any share options, nor bonds with share options.
3. Outlines of parties involved in the consolidation
Surviving Company
(1)
(2)
(3)
(4)
(5)
(6)
(7)

Company nameBusiness contents
Establishment
Principal place
Corporate representative
Capital
Number of shares issued

Toho Pharmaceutical Co., Ltd.
Pharmaceutical Wholesaling
November 4 ,2008
5-2-1 Daizawa, Setagaya-ku, Tokyo
Hiroyuki KonoPresident
300 million yen
200 shares(8) Net sales

1,045,985 million yen (Fiscal 2012)(9) Net assets

14,710 million yen (Fiscal 2012)(10) Total assets

419,577 million yen (Fiscal 2012)(11) Fiscal year end

March 31(12) Major shareholders andequity holdings

TOHO HOLDINGS CO., LTD.
100.0%
Absorbed Company

Absorbed Company(5) Corporate representative(6) Capital(7) Number of shares issued

Honma Toho Co., Ltd.
Pharmaceutical Wholesaling
February 28, 1949
1-23-2 Misaki-cho, Chuo-ku, Niigata
City, Niigata
Toshio Honma President
100 million yen
720,000 shares

Ogawa Toho Co., Ltd.
Pharmaceutical Wholesaling
March 9, 1948
378 Kaminamiemachi, Takasaki City,Gunma
Kengo Ogawa President
20 million yen
400,000 shares(8) Net sales

26,537 million yen (Fiscal 2012)

31,370 million yen (Fiscal 2012)(9) Net assets

2,461 million yen (Fiscal 2012)

4,706 million yen (Fiscal 2012)(10) Total assets

9,120 million yen (Fiscal 2012)

12,752 million yen (Fiscal 2012)(11) Fiscal year end

March 31

March 31(12) Major shareholders andequity holdings

TOHO PHARMACEUTICAL CO.,LTD. 100.0%

TOHO PHARMACEUTICAL CO.,LTD. 100.0%

(1)
(2)
(3)
(4)

Company nameBusiness contents
Establishment
Principal place2

Absorbed Company

Absorbed Company
Yamaguchi Toho Co., Ltd.
Pharmaceutical Wholesaling
December 26, 1950
2-2-27 Manabe, Tuchiura City, Ibaraki(5) Corporate representative(6) Capital(7) Number of shares issued

Sue Yakuhin Co., Ltd.
Pharmaceutical Wholesaling
April 1 ,19672833-1 Asami, kasagake-cho, Midori
City, Gunma
Hirokuni Sue President
30 million yen
60,000 shares(8) Net sales

8,865 million yen (Fiscal 2012)

45,859 million yen (Fiscal 2012)(9) Net assets

1,236 million yen (Fiscal 2012)

3,098 million yen (Fiscal 2012)(10) Total assets

3,564 million yen (Fiscal 2012)

19,229 million yen (Fiscal 2012)(11) Fiscal year end

March 31

March 31(12) Major shareholders andequity holdings

TOHO PHARMACEUTICAL CO.,LTD. 100.0%

TOHO PHARMACEUTICAL CO.,LTD. 100.0%

(1)
(2)
(3)
(4)

Company nameBusiness contents
Establishment
Principal place

Yuzo Yamaguchi
2,080 million yen
416,000 shares

President

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 amountof 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-subsidiaries, the impact it will have on the Company’s consolidated financial results for the fiscal year ending March2014 is expected to be minimal.

3