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 Koizumi Yakuhin 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 (April 12, 2013) has passed aresolution on the business consolidation involving TOHO PHARMACEUTICAL CO., LTD., a wholly-owned subsidiary of theCompany (hereinafter “Toho Pharmaceutical”), and Koizumi Yakuhin Co., Ltd., a wholly-owned sub-subsidiary of the Company(hereinafter “Koizumi Yakuhin”), 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 andits consolidated sub-subsidiary, 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 ofmanagerial 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 thedispensing pharmacy businesses are centered on TOHO PHARMACEUTICAL CO., LTD., a wholly owned subsidiary of TOHOHOLDINGS (hereinafter “Toho Pharmaceutical”), and PharmaCluster Co., Ltd., another wholly owned subsidiary of the Company(hereinafter “PharmaCluster”), respectively. The Company has decided to merge Koizumi Yakuhin, which became awholly-owned subsidiary of Toho Pharmaceutical on October 1, 2011, into Toho Pharmaceutical, with the aim of optimizing
group-wide managerial resources and boosting corporate value to promptly respond to a rapidly changing operating environment.
2. Objectives of consolidation(1) Schedule of consolidation
April 12, 2013

The agreement of consolidation

July 1, 2013

Date of consolidation (planned)

Toho Pharmaceutical and Koizumi Yakuhin 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 the summary form
merger set forth in Paragraph 1 of Article 784 of the Act.

1(2) Method of consolidation
Consolidation is to be carried out based on an absorption-type merger whereby Toho Pharmaceutical is the surviving company
and Koizumi Yakuhin will be dissolved.
(3) Details of share allotment
As Toho Pharmaceutical owns all shares of Koizumi Yakuhin, 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
Koizumi Yakuhin 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.

Koizumi Yakuhin Co., Ltd.

(2) Business contents

Pharmaceutical Wholesaling

Pharmaceutical Wholesaling(3) Establishment

November 4 ,2008

November 30, 1948

(4) Principal place

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

3-4-7, Oroshi-machi, Wakabayashi
Ward, Sendai City, Miyagi(5) Corporate representative

Hiroyuki Kono

President

Masahiko Kato

President(6) Capital

300 million yen

24 million yen(7) Number of shares issued

200 shares

480,000 shares(8) Net sales

1,045,985 million yen (Fiscal 2012)

669 million yen (Fiscal 2012)(9) Net assets

14,710 million yen (Fiscal 2012)

182 million yen (Fiscal 2012)(10) Total assets

419,577 million yen (Fiscal 2012)

960 million yen (Fiscal 2012)(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, theamount 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 andits wholly-owned sub-subsidiary, the impact it will have on the Company’s consolidated financial results for the fiscal year ending
March 2014 is expected to be minimal.

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