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 the Acquisition of Shares by a Wholly-owned Subsidiary and the Commencement ofNegotiations concerning the Business Consolidation of Sub-subsidiaries
TOHO PHARMACEUTICAL, CO., LTD. (hereinafter, “TOHO PHARMACEUTICAL”), a wholly-owned subsidiary ofTOHO HOLDINGS CO., LTD. (hereinafter, “TOHO HOLDINGS”), took over in July this year shares in Okinawa Sawai
Pharmaceutical Co., Ltd. (hereinafter, “Okinawa Sawai Pharmaceutical”), turning it into a wholly-owned sub-subsidiary ofTOHO HOLDINGS.
TOHO HOLDINGS also hereby announces that at a meeting held today (July 26, 2013), the Board of Directors resolved tostart negotiations towards a business merger between Okinawa Toho Co., Ltd. (hereinafter, “Okinawa Toho”), awholly-owned sub-subsidiary of TOHO HOLDINGS, and Okinawa Sawai Pharmaceutical on January 1, 2014 (planned).
It should be noted that, because the business consolidation only involves the Company’s wholly-owned sub-subsidiaries, thedisclosures that would otherwise be required are provided herein with certain omissions.
1.

The purpose of merger and acquisition of the stock
The Kyoso Mirai Group, with TOHO HOLDINGS as its core company, is a corporate group engaged in the distributionof 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 to Good Health.”
The TOHO HOLDINGS Group is developing its business operations and management systems with TOHOPHARMACEUTICAL, a wholly owned subsidiary, as a core company in the pharmaceutical wholesaling business, andPharmaCluster Co., Ltd., a wholly owned subsidiary, as a core company in the dispensing pharmacy business.
With regard to the operations in Okinawa Prefecture, Okinawa Toho and Okinawa Sawai Pharmaceutical became
wholly-owned subsidiaries of TOHO PHAEMACEUTICAL in June 2010 and July this year, respectively.
The two companies have decided to enter into talks towards integration of the management with the purpose ofoptimizing the managerial resources of the entire Group, maximizing the corporate value, and quickly responding to thedramatically changing business environment.

2.

Objectives of consolidation(1) Schedule of consolidation
The Beginning of September, 2013
The Beginning of November, 2013
January 1, 2014

The agreement of consolidation (planned)
Extraordinary meeting of shareholders (planned)
Date of consolidation (planned)(2) Method of consolidation
Consolidation is to be carried out based on an absorption-type merger whereby Okinawa Toho is the surviving
company and Okinawa Sawai Pharmaceutical will be dissolved.

1(3) Details of Share Allotment
There are no plans for any issuance of new stocks or an increase in capital with the consolidation or any payment of amerger subsidy due to the consolidation.

(4) Treatment of the Absorbed company’s Share Options and Bonds with Share Options
Okinawa Sawai Pharmaceutical has not issued any share options, nor bonds with share options.
3.

Outlines of parties involved in the consolidation
Surviving Company(1) Company name(2) Business contents(3) Establishment(4) Principal placeAbsorbed Company
Okinawa Sawai Pharmaceutical Co., Ltd.
Pharmaceutical Wholesaling
September 21, 1972
2-23-27 Akebono, Naha City, Okinawa(5) Corporate representative(6) Capital(7) Number of shares issued

Okinawa Toho Co., Ltd.
Pharmaceutical Wholesaling
April 4, 1977
834 Aza-Onaga, Nishihara-cho,
Nakagami-gun, Okinawa
Nobuhiko Miyagi
President
100 million yen
100,000 shares(8) Fiscal year end

March 31

September 30(9) Major shareholders andequity holdings

TOHO PHARMACEUTICAL CO.,LTD. 100.0%

TOHO PHARMACEUTICAL CO.,LTD. 100.0%Sakou Kimikazu
40.6 million yen
4,065 shares

President

4. Effects of Consolidation
There will be no change in the trade name, the business, the location of the head office, the amount of stated capital and thefiscal year-end of Okinawa Toho upon the consolidation.
5. Outlook
Impacts from the above consolidation on the consolidated results of operations for the fiscal year ending March 2014 will beinsignificant since the consolidation is a merger between consolidated sub-subsidiaries of TOHO HOLDINGS.

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