Tokyo, Japan, December 24, 2008 -- Otsuka Pharmaceutical Co., Ltd. (Head Office: Tokyo, Japan; President and Representative Director: Taro Iwamoto; hereinafter, Otsuka), a subsidiary of Otsuka Holdings Co., Ltd. (Head Office: Tokyo, Japan; President and Representative Director, CEO: Tatsuo Higuchi) announces today that it has signed an agreement with its controlling shareholder, Abénex Capital, and L Capital to purchase from all shareholders all outstanding shares of Nardobel SAS, the holding company for the Nutrition & Santé group (Head Office: Revel, France; CEO: Didier Suberbielle) on December 22, 2008.

Nutrition & Santé, headquartered in Revel, France, is the European leader in functional and dietetic foods. The group owns a portfolio of high profile brands including Gerblé (health & functional foods), Gerlinéa (sliming nutrition for grocery stores), Milical (sliming nutrition for pharmacies), Céréal Bio (organic foods), SOY (vegetarian foods) and Isostar (sports nutrition). Nutrition & Santé’s products are sold in over 40 countries worldwide. The Group has four specialist production sites, all of which received IFS (International Food Standard) certification in 2007, providing products manufactured under high quality control standards.

The acquisition of Nutrition & Santé with its strong presence in the European functional and dietetic foods market will provide Otsuka Pharmaceutical with an important platform to develop its nutraceutical business in Europe and to develop its global operating presence.

“In Europe, N&S has a proven track record of developing new markets through creating many unique products which help consumers to maintain a healthy lifestyle. N&S and Otsuka Pharmaceutical share both a passion for the everyday health of consumers as well as a wealth of experience, which will aid us in taking our nutraceutical business to the next level,” Taro Iwamoto, Ph.D., President and Representative Director of Otsuka Pharmaceutical Co., Ltd. commented.

Didier Suberbielle, CEO of Nutrition & Santé, declared "We are very glad and honoured to join the Otsuka Pharmaceutical group. We will collaborate, innovate, and drive together the nutraceutical business in Europe".

Based on the corporate philosophy of ‘Otsuka-people creating new products for better health worldwide’, Otsuka Pharmaceutical Co., Ltd. is dedicated to contributing to the health of people around the world.

Corporate profile

Nutrition & Santé SAS

Tokyo, Japan-- Otsuka Holdings Co., Ltd. (Head Office: Chiyoda-ku, Tokyo, Japan; President and Representative Director, CEO: Tatsuo Higuchi) announced the newly appointment of the board members following approval at the Extraordinary General Meeting of Shareholders held on August 20th.

*This press release is an English translation of Otsuka Holding’s press release issued on July 25, 2008 in Japanese.
The original Japanese language press release is available on www.otsuka.com.

Tokyo, Japan -- At a board of directors’ meeting held on July 25, Otsuka Holdings, Co., Ltd. (Head office: Chiyoda-ku, Tokyo, Japan; President: Tatsuo Higuchi; hereafter Otsuka Holdings) decided to make three of its companies into wholly owned direct subsidiaries through a corporate revision and exchange of shares. The three companies concerned are Otsuka Pharmaceutical Factory, Inc. (hereafter Otsuka Pharmaceutical Factory), Otsuka Warehouse Co., Ltd. (hereafter Otsuka Warehouse), and Taiho Pharmaceutical Co., Ltd. (hereafter Taiho Pharmaceutical). The share exchange is conditional on obtaining the approval of the general meeting of shareholders.
As a result of the reorganization, Otsuka Holdings’ wholly owned direct subsidiary Otsuka Pharmaceutical Co., Ltd. (hereafter Otsuka Pharmaceutical), will be joined by Otsuka Pharmaceutical Factory, Otsuka Warehouse, and Taiho Pharmaceutical and all four companies will operate as direct subsidiaries of Otsuka Holdings.

1. Aim of the redivision and exchange of shares

Otsuka Holdings was established on July 8, 2008 with the aim of establishing a corporate governance system under which it will set strategy for the group’s businesses, allocate business resources, and play an overseeing and supervisory role.
This reorganization of three group companies into wholly owned direct subsidiaries is aimed at strengthening group management with Otsuka Holdings at the center.

• 1.　As a result of redivision (a ”Kyushu-bunkatsu”),Otsuka Holdings will assume certain rights held by Otsuka Pharmaceutical in relation to share management. Accordingly, Otsuka Pharmaceutical Factory will become a direct subsidiary with Otsuka Holdings owning 60% of its shares, and Otsuka Warehouse will become a wholly owned subsidiary of Otsuka Holdings.
• 2.　Otsuka Holdings will exchange shares to become the sole parent company of Otsuka Pharmaceutical Factory and the latter will be its wholly owned subsidiary.
• 3.　As a result of redivision (a ”Kyushu-bunkatsu”),Otsuka Holdings will assume certain rights in relation to the management of shares in Otsuka Pharmaceutical Factory and Otsuka Warehouse. As a result, Taiho Pharmaceutical will become a direct subsidiary of Otsuka Holdings with Otsuka Holdings owning 52.7% of its shares.
• 4.　Otsuka Holdings will exchange shares to become the sole parent company of Taiho Pharmaceutical and the latter will be its wholly owned subsidiary.

Structure of Group Capital After Reorganization (as expected at January 1, 2009)

2. Schedule for corporate reorganization and share exchanges (as expected following July 26)

The schedule for the above corporate reorganization and share exchange is as follows.

Tokyo, Japan -- Otsuka Holdings Co., Ltd. (Head office: Chiyoda-ku, Tokyo, Japan; hereafter, Otsuka Holdings) today announced the appointment of Tatsuo Higuchi as President, Representative Director of Otsuka Holdings Co., Ltd., as approved at a board of directors’ meeting today.

Prior to his appointment, Mr. Higuchi served as President and Representative Director of Otsuka Pharmaceutical Co., Ltd. for eight years, from June 2000 through June 2008. During his tenure, Mr. Higuchi led overseas expansion and strengthened Otsuka Pharmaceutical’s global operations, reinforcing the company’s position as the core company of the Otsuka Pharmaceutical Group.

Under Mr. Higuchi’s experienced leadership, the newly established Otsuka Holdings will focus on accelerating the pace of global expansion of the group and developing businesses that will contribute to better health and affluent life for people all over the world.