May 13, 2011
To Whom It May Concern,
Company Name: Taisho Pharmaceutical Co., Ltd.
Head Office: 3-24-1, Takada, Toshima-ku, Tokyo
Representative: Akira Uehara,
Chairman and CEO
(TSE First Section : Code No. 4535)
Contact: Masaki Tsuboi, General Manager,
Public Relations Section
(Tel: +81-3-3985-1115)

Notice of Incorporation of Holding Company through Sole-Share Transfer

Taisho Pharmaceutical Co., Ltd. (“Taisho”) hereby announces as set forth below that it has resolved in its board of directors meeting held today to incorporate “Taisho Pharmaceutical Holdings Co., Ltd.” (the “Holding Company”) as of October 3, 2011 (scheduled date) through a sole-share transfer, subject to the approval of the annual shareholders meeting, which is scheduled to be held on June 29, 2011.

1. Purpose of Incorporation of the Holding Company through the Sole-Share Transfer

(1) Background and Purpose

Taisho’s mission is “to contribute to society by creating and offering superior pharmaceuticals and healthrelated
products as well as healthcare-related information and services in socially responsible ways that enrich people’s lives by improving health and beauty.” In order to achieve this purpose, Taisho aims to build a stronger business basis so that it will be able to steadily develop and improve its ability to compete internationally.

Recently, however, Taisho’s operations have been exposed to increasingly difficult circumstances. The domestic market for over-the-counter (OTC) drugs has been maturing, and in the domestic market for prescription pharmaceuticals, there are issues with respect to government measures designed to curb healthcare costs and, the revision of NHI drug prices, as well as increasing difficulties in the development of new drugs. Taisho aims to achieve sustainable growth under these circumstances. For this purpose, in its main line of business, the Self-Medication Operation Group (i.e., OTC drugs and healthcare-related products businesses), Taisho has been focusing on product development by seeking to understand its customers’ needs, and has been making efforts to strengthen its brands, which are regarded highly and have a devoted following of customers. In its Prescription Pharmaceutical Operation Group (i.e., prescription pharmaceuticals and their related business), Taisho has been focusing on the research and development of highly original and globally accepted new drugs, as well as positively promoting the in-licensing of promising drugs and attempting to improve and strengthen its drug development pipelines. Also, with respect to its overseas business, in addition to its active promotion of the energy drink “Lipovitan,” Taisho has achieved participation in the OTC drug business in the Asian region. Aiming to develop its business in Asian markets, in 2009, Taisho acquired Bristol-Myers Squibb Company’s Asian OTC drug business,
and agreed on April 7 this year to acquire all shares of Hoepharma Holdings Sdn. Bhd., which is a Malaysian healthcare company.

Taisho has decided that, in order to achieve sustainable growth in the Self-Medication Operation Group and the Prescription Pharmaceutical Operation Group, it is necessary to establish a group structure that will enable it to distribute the management resources of its corporate group effectively and to strengthen its competitiveness. Taisho therefore resolved to incorporate Taisho Pharmaceutical Holdings Co., Ltd., which will be a wholly owning parent company of Taisho, through a sole-share transfer (the “Share Transfer”) as of October 3, 2011 (scheduled date), thereby moving to a holding company-structure.

Taisho Pharmaceutical Holdings Co., Ltd., which will be newly incorporated, will assume the function of proposing management strategies as the company controlling the whole group based on a new structure for corporate governance, and will distribute management resources effectively to its respective domestic and overseas businesses in order to achieve well-balanced and sustainable growth and strengthen competitiveness with respect to the Self-Medication Operation Group and the Prescription Pharmaceutical Operation Group. It will increase corporate value by producing synergetic effects from these two businesses, and contribute to its customers achieving healthier and more prosperous lives.

This transfer to the new holding company-structure is subject to the approval of the annual shareholders meeting of Taisho, which is scheduled to be held on June 29, 2011. The shares of Taisho will be de-listed in accordance with the Share Transfer, however, an application is scheduled to be made to list the shares of the newly incorporated Holding Company (the wholly owning parent company) on the Tokyo Stock Exchange. The listing date depends on an inspection by the Tokyo Stock Exchange, however, the listing is scheduled to take place as of October 3, 2011, which is the registration date for the incorporation of the Holding Company (effective date of the share transfer).

To continue reading, please go to the following page:
http://www.taisho.co.jp/en/company/release/2011/2011051301-e.pdf