July 26, 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
Director and General Manager ofCorporate Communications Officeand Corporate Planning Office(TEL: 03-5259-9520)

Notice regarding Business Consolidation Involving Seven Dispensing Pharmacy Companies and a Change in
the Name of the Surviving Company

TOHO HOLDINGS CO., LTD. (hereinafter , the “Company”) hereby announces that at a meeting held today (July 26,2013), the Board of Directors passed a resolution on the business consolidation, about which the Company made anannouncement on June 24, involving seven companies, namely two wholly-owned subsidiaries of the Company, Japan
Pharmacy Co., Ltd. (“Japan Pharmacy”) and Yotsuba Co., Ltd. (“Yotsuba”), and five wholly-owned sub-subsidiaries of theCompany, Tomonity Inc. (“Tomonity”), Pharma Square Co., Ltd. (“Pharma Square”), Mirai Corporation (“Mirai”), Nest Co.,
Ltd. (“Nest”) and Jus-Pharma Co., Ltd. (“Jus-Pharma”), as detailed below.
It should be noted that, because the business consolidation only involves the Company’s wholly-owned consolidated
subsidiaries and its consolidated sub-subsidiaries, the disclosures that would otherwise be required are provided herein withcertain omissions.
1.

Purpose of consolidation
The Group adopts a business management and control system under which our wholly-owned subsidiary PharmaCluster
Co., Ltd. plays a central role in dispensing pharmacy businesses.
The seven companies, Japan Pharmacy and Yotsuba, wholly-owned subsidiaries of the Company, and Tomonity, Pharma
Square, Mirai, Nest and Jus-Pharma, wholly-owned sub-subsidiaries of the Company, have decided to implementbusiness consolidation (absorption-type mergers) considering that the active use of the Group’s managerial resources
will help them further strengthen their pharmacy functions and maximize the Group’s corporate value.

2.

Objectives of consolidation(1) Schedule of consolidation
July 26, 2013

The agreement of consolidation

August 1, 2013

Name Change of the surviving company (planned)

Mid-October 2013

Extraordinary meeting of shareholders (planned)

November 1, 2013

Date of consolidation (planned)(2) Method of consolidation
Consolidation is to be carried out based on an absorption-type merger whereby Tomonity is the surviving company
and Japan Pharmacy, Yotsuba, Pharma Square, Mirai, Nest and Jus-Pharma will be dissolved.
(3) Details of share allotment
Tomonity is not planning any issuance of new shares or an increase in capital in association with the consolidation or
any payment of money delivered due to consolidation.

1(4) Treatment of the absorbed companies' shares options and bonds with share options
Japan Pharmacy, Yotsuba, Pharma Square, Mirai, Nest and Jus-Pharma have not issued any share options, nor bondswith share options.
3.

Outlines of parties involved in the consolidation(1) Company nameTomonity Inc.
(2) Business contents
Dispensing Pharmacy Business(3) Establishment
July 7, 1993
(4) Principal place
4-4-2, Honcho, Nihonbashi, Chuo-ku,
Tokyo(5) Corporate representative
Toshiyuki Tsukuda(6) Capital
50 million yen(7) Number of shares issued
400,000

Pharma Square Co., Ltd.
Dispensing Pharmacy Business
July 1, 1989
4-4-2, Honcho, Nihonbashi, Chuo-ku,
TokyoKatsuhiro Yoshimoto
50 million yen
100,000(8) Fiscal year end

March 31March 31(9) Major shareholders andequity holdings

PharmaCluster Co., Ltd. 100％

PharmaCluster Co., Ltd. 100％

(1) Company name(2) Business contents(3) Establishment(4) Principal place(5) Corporate representative(6) Capital(7) Number of shares issued

Mirai Corporation
Dispensing Pharmacy Business
March 31, 1981
3-5-13, Heijima, Nishi-ku, Niigata city,
NiigataTakeshi Kurita
36 million yen
900

Nest Co., Ltd.
Dispensing Pharmacy Business
April 30, 2010
1-3-7, Kimachidori, Aoba-ku, Sendai city,Miyagi
Masao Motohashi
50 million yen
1,000(8) Fiscal year end

March 31

March 31(9) Major shareholders andequity holdings

PharmaCluster Co., Ltd. 100％

PharmaCluster Co., Ltd. 100％

(1) Company name(2) Business contents(3) Establishment(4) Principal place(5) Corporate representative(6) Capital(7) Number of shares issued

Jus-Pharma Co., Ltd.
Dispensing Pharmacy Business
November 11, 1989
3-4139-11, Ishikawa, Mito city, Ibaraki
Sadao Kimura
10 million yen
10,000(8) Fiscal year end

March 31(9) Major shareholders andequity holdings

PharmaCluster Co., Ltd. 100％2(1) Company name(2) Business contents(3) Establishment(4) Principal place(5) Corporate representative(6) Capital(7) Number of shares issued(8) Fiscal year end(9) Major shareholders andequity holdings
4.

Japan Pharmacy Co., Ltd.
Dispensing Pharmacy Business
May 13, 1992
4-5-12 Hongoku-cho, Nihonbashi,
Chuo-ku, Tokyo
Takahiro Kanno
50 million yen
1,000
March 31
Toho Holdings Co., Ltd. 100％

Effects of consolidation(1) Company name(2) Business contents(3) Establishment(4) Principal place(5) Corporate representative(6) Capital(7) Number of shares issued

Pharma Mirai
Dispensing Pharmacy Business
July 7, 1993
5-2-1 Daizawa, Setagaya-ku, Tokyo
Toshiyuki Tsukuda
50 million yen
400,000(8) Fiscal year end

March 31

Yotsuba Co., Ltd.
Dispensing Pharmacy Business
September 11, 1996
1-4-15 Hirakawa-cho Chiyoda-ku Tokyo
Saburo Tanaka
44.8 million yen
896
March 31
Toho Holdings Co., Ltd. 100％(9) Major shareholders andPharmaCluster Co., Ltd. 100％
equity holdings* Tomonity will change its company name and principal place of business on August 1, 2013.
5.

Outlook
Since the planned consolidation is a part of the Group’s reorganization involving only the Company’s wholly-owned
sub-subsidiaries and its consolidated sub-subsidiaries, the impact it will have on the Company’s consolidated financial
results for the fiscal year ending March 2014 is expected to be minimal.

3