News Release

Notification with Respect to Results of Tender Offer for Shares of Toyama Chemical Co., Ltd.

March 19, 2008
FUJIFILM Holdings Corporation

FUJIFILM Holdings Corporation (the "Company" or the "Tender Offeror") concluded on March 18, 2008 a tender offer (the "Tender Offer") for the shares of common stock of Toyama Chemical Co., Ltd. (the "Target Company") (Stock code: 4518, the First Section of the Tokyo Stock Exchange) which commenced on February 19, 2008 pursuant to the resolution of its Board of Directors. As a result of the Tender Offer and a third party allocation of new shares by the Target Company with a subscription price payment date of February 28, 2008 (the "Third Party Allocation of New shares"), the Target Company is scheduled to become a consolidated subsidiary of the Company.

In connection with the foregoing, we would like to provide the following notice:

I. Results of the Tender Offer

1. Description of the Tender Offer

(1) Name and Location of Head Office of Tender Offeror

FUJIFILM Holdings Corporation
2-26-30, Nishi-Azabu, Minato-ku, Tokyo
(The above is the address of the head office as registered in the company register. Actual business is conducted at 9-7-3, Akasaka, Minato-ku, Tokyo.)

(2) Name of Target Company

Toyama Chemical Co., Ltd.

(3) Class of Shares and Other Securities Purchased

Common Stock

Stock Acquisition Rights:
  a. Stock acquisition rights that were granted pursuant to the resolution of the ordinary general meeting of shareholders of the Target Company held on June 24, 2005 ("Series 1 Stock Acquisition Rights")
  b. Stock acquisition rights that were granted pursuant to the resolution of the management meeting of the Target Company held on July 31, 2006 ("Series 2 Stock Acquisition Rights")
  c. Stock acquisition rights that were granted pursuant to the resolution of the management meeting of the Target Company held on July 30, 2007 ("Series 3 Stock Acquisition Rights"; collectively with Series 1 and Series 2 Stock Acquisition Rights, the "Stock Acquisition Rights")

(4) Number of Shares to be Purchased in the Tender Offer

Class of Shares and Other Securities Number of Shares Scheduled to be Purchased Minimum Number of Shares Scheduled to be Purchased Maximum Number of Shares Scheduled to be Purchased
Shares
73,190,000 shares
73,190,000 shares
-
Stock Acquisition Rights
-
-
-
Bonds with Stock Acquisition Rights
-
-
-
Depositary Receipt for Shares (         )
-
-
-
Total
73,190,000 shares
73,190,000 shares
-

(Note 1) If the total number of shares tendered is less than the number listed above in "Minimum Number of Shares Scheduled to be Purchased" (73,190,000 shares), none of the tendered shares will be purchased by the Tender Offeror. If the total number of shares tendered in the Tender Offer exceeds the number listed above in "Minimum Number of Shares to be Purchased" (73,190,000 shares), all of the tendered shares will be purchased by the Tender Offeror.

(Note 2) Shares constituting less than a whole unit shall also be subject to purchase through the Tender Offer.

(Note 3) The Tender Offeror does not intend to acquire the 1,251,000 treasury shares held by the Target Company (as of September 30, 2007) through the Tender Offer.

(Note 4) The Stock Acquisition Rights may be exercised prior to the last day of the Tender Offer Period (as defined in "Period of the Tender Offer" below). Shares of the Target Company that are issued or transferred as a result of such exercise of the Stock Acquisition Rights shall also be subject to the Tender Offer.

(Note 5) The maximum number of shares to be purchased in the Tender Offer is 196,127,861 shares. This number represents the sum of (i) the total number of issued shares as of September 30, 2007, as described in the 109th Semi-Annual Securities Report submitted by the Target Company to the Kanto Local Finance Bureau on December 14, 2007 (197,160,461 shares), less treasury shares held by the Target Company (1,251,000 shares), and (ii) the maximum number of shares of the Target Company which may be issued or transferred upon exercise of the Stock Acquisition Rights (218,400 shares, including shares that were issued or transferred upon exercise of the Stock Acquisition Rights between December 1, 2007 and February 13, 2008). The outstanding Stock Acquisition Rights, as reported on the 109th Semi-Annual Securities Report submitted by the Target Company to the Kanto Local Finance Bureau on December 14, 2007, were calculated in accordance with the terms of the Stock Acquisition Rights: each of the 90 units of Series 1 Stock Acquisition Rights representing 1,000 shares; each of the 58,500 units of Series 2 Stock Acquisition Rights representing 1 share; and each of the 69,900 units of Series 3 Stock Acquisition Rights representing 1 share of the Target Company). Provided, however, that the Tender Offeror and Taisho Pharmaceutical Co., Ltd. ("Taisho") agreed in the agreement concluded between the Tender Offeror, the Target Company and Taisho (the "Agreement") that Taisho would not tender the shares of the Target Company which it already holds (the "Taisho Shares") in the Tender Offer. Therefore, the maximum number of shares is 153,127,861 shares, after the Taisho Shares (43,000,000 shares) have been subtracted.

(5) Period of the Tender Offer

From Tuesday, February 19, 2008 through Tuesday, March 18, 2008 (21 business days in Japan) (the "Tender Offer Period")

(6) Purchase Price of the Tender Offer

Common Stock:   880 yen per share
Series 1 Stock Acquisition Rights: 1 yen per unit
Series 2 Stock Acquisition Rights: 1 yen per unit
Series 3 Stock Acquisition Rights: 1 yen per unit

2. Result of the Tender Offer

(1) Success of the Tender Offer

In the Tender Offer, a condition was imposed that if the total number of shares tendered in the Tender Offer was less than the minimum number of shares scheduled to be purchased (73,190,000 shares), none of the tendered shares would be purchased by the Tender Offeror. Because the total number of shares tendered in the Tender Offer (132,864,533 shares) was more than the minimum number of shares to be purchased, the Tender Offeror will purchase all of the tendered shares, as stated in the "Notification with Respect to Commencement of Tender Offer for Shares of Toyama Chemical Co., Ltd." and the "Tender Offer Explanatory Statement."

(2) Condition of Tendered Shares and other Securities

Class of Shares and Other Securities Number of Shares Scheduled to be Purchased Minimum Number of Shares Scheduled to be Purchased Number of Shares Tendered Number of Shares Purchased
Shares
73,190,000 shares
73,190,000 shares
132,864,533 shares
132,864,533 shares
Stock Acquisition Rights
-
-
-
-
Bonds with Stock Acquisition Rights
-
-
-
-
Depositary Receipt for Shares (         )
-
-
-
-
Total
73,190,000 shares
73,190,000 shares
132,864,533 shares
132,864,533 shares

(3) Ownership Percentage of Shares after the Tender Offer

Number of Voting Rights Represented by Shares and Other Securities Owned by the Tender Offeror prior to the Tender Offer
-
(Ownership Percentage of Shares and Other Securities prior to the Tender Offer: 0.00%)
Number of Voting Rights Represented by Shares and Other Securities Owned by Specially Related Parties after the Tender Offer
57,935 units
(Ownership Percentage of Shares and Other Securities after the Tender Offer: 24.13%)
Number of Voting Rights Represented by Shares and Other Securities Owned by the Tender Offeror after the Tender Offer
161,854 units
(Ownership Percentage of Shares and Other Securities after the Tender Offer: 67.42%)
Total Number of Voting Rights of Shareholders and Other Parties of the Target Company
193,538 units
 

(Note 1) The "Number of Voting Rights Represented by Shares and Other Securities Owned by Specially Related Parties" is the number of voting rights represented by the shares and other securities held by specially related parties.

(Note 2) The "Total Number of Voting Rights of Shareholders and Other Parties of the Target Company" represents the number of voting rights of all of the shareholders as of September 30, 2007, as described in the 109th Semi-Annual Securities Report submitted by the Target Company to the Kanto Local Finance Bureau on December 14, 2007.

(Note 3) At the meeting of the Board of Directors of the Target Company held on February 13, 2008, the Target Company resolved to issue shares (43,925,000 shares of common stock) through the Third Party Allocation of New Shares. On February 28, 2008, the Tender Offeror and Taisho received 28,990,000 shares and 14,935,000 shares respectively. Accordingly, the number of voting rights represented by the shares which the Tender Offeror received through the Third Party Allocation of New Shares (28,990 units) has been included in the "Number of Voting Rights Represented by Shares and Other Securities Owned by the Tender Offeror after the Tender Offer", and the number of voting rights represented by the shares which Taisho received through the Third Party Allocation of New Shares (14,935 units) has been included in the "Number of Voting Rights Represented by Shares and Other Securities Owned by Specially Related Parties after the Tender Offer".

(Note 4) For the purpose of calculating the "Ownership Percentage of Shares and Other Securities after the Tender Offer", the denominator was 240,052 units. This number represents the sum of (i) the total number of voting rights of shareholders of the Target Company (193,538 units), as recorded in the aforementioned 109th Semi-Annual Securities Report, (ii) the number of voting rights (2,371 units) represented by the number of shares constituting less than a whole unit (2,371,461 shares), (iii) the number of voting rights (218 units) represented by the maximum number of shares of the Target Company (218,400 shares) which may be issued or transferred upon exercise of the Stock Acquisition Rights, and (iv) the number of voting rights (43,925 units) represented by the number of shares of common stock issued through the Third Party Allocation of New Shares (43,925,000 shares) described in Note 3.

(Note 5) "Ownership Percentage of Shares and Other Securities prior to the Tender Offer" and "Ownership Percentage of Shares and Other Securities after the Tender Offer" are rounded to the nearest hundredth of a percent.

(4) Calculation for Purchase Pursuant to the Pro Rata Method

Not Applicable.

(5) Funds Required for Tender Offer, etc.

116,921 million yen

(6) Method of Settlement

  a. Name and Address of Head Offices of Securities Companies and Banks, etc. in Charge of Settlement
Nomura Securities Co., Ltd.
1-9-1, Nihonbashi, Chuo-Ku, Tokyo
  b. Settlement Commencement Date
Wednesday, March 26, 2008
  c. Method of Settlement
A notice of purchase will be mailed to each shareholder who applied for the Tender Offer (a "Tendering Shareholder") (or to the standing proxy in the case of shareholders and other parties who reside outside of Japan) promptly after the end of the Tender Offer Period. Payment of the purchase price will be made in cash. The agent for the Tender Offer (the "Tender Offer Agent") will, in accordance with the Tendering Shareholde's instructions, remit the purchase price promptly after the commencement of settlement to the account designated by the Tendering Shareholder or provide payment for such purchase price at the head office or any branch office in Japan of the Tender Offer Agent.

3. Policies and Outlook Following the Tender Offer

As described in the press release "Notification with Respect to Commencement of Tender Offer for Shares of Toyama Chemical Co., Ltd." which was issued on February 13, 2008, the Company plans to strengthen the management base and maximize the corporate value of the Target Company by having the Tender Offeror and Taisho hold 100% of the shares of the Target Company (66% and 34% respectively), and make prompt and effective decisions with respect to its management and investments. Because the Tender Offeror was unable to acquire all of the remaining shares of the Target Company which were neither already held by the Tender Offeror or Taisho, nor held as treasury shares by the Target Company, based on the results of the Tender offer and upon discussion with Taisho, the Tender Offeror plans to gain control of the Target Company through the methods described below.

Specifically, the Tender Offeror plans to request that the Target Company hold a meeting of shareholders with an agenda pursuant to which the Target Company will (i) amend the Articles of Incorporation of the Target Company to change the Target Company into a Corporation Issuing Class Shares (Shurui-Kabushiki Hakko Gaisha) as defined in the Company Law of Japan (the "Company Law"), (ii) amend the Articles of Incorporation of the Target Company to attach to all shares of common stock issued by the Target Company a provision for acquisition of common stock (such shares, "Fully Acquirable Class Shares"), and (iii) deliver to shareholders a separate class of shares of the Target Company in exchange for acquisition of all the shares of common stock to which a provision for acquisition of common stock is attached (provided, however, that a listing application is not scheduled to be made). The Tender Offeror and Taisho plan to approve each of the above items at the aforementioned meeting of shareholders.

If each of the above procedures is implemented, all the shares of common stock issued by the Target Company will be acquired by the Target Company after being converted into Fully Acquirable Class Shares, and the shareholders of the Target Company will, in exchange, receive a separate class of shares of the Target Company as consideration. However, for shareholders of the Target Company who are entitled to shares of a separate class which constitute less than a whole share, the cash amount to be obtained by selling the total number of such fractional shares (if the total has a fractional number, such fractional number will be truncated) will be delivered to the shareholders pursuant to the relevant laws and regulations. The selling price of the total number of fractional shares (and the amount of cash to be delivered to the relevant shareholders subsequent to the sale) will be calculated based on the purchase price of the Tender Offer, barring exceptional circumstances. In addition, although the class and number of shares of the Target Company to be delivered to shareholders of the Target Company in consideration for Fully Acquirable Class Shares have not been determined at the time of the issuance of this press release, the Tender Offeror intends that the number of shares to be delivered in exchange for the Fully Acquirable Class Shares that will be delivered to shareholders of the Target Company who did not tender their shares in the Tender Offer (except Taisho) will be a fractional number constituting less than one share in order to enable the Tender Offeror and Taisho to gain complete control of the Target Company. With respect to procedure (ii) described above, the Company Law stipulates that to protect the rights of minority shareholders, (a) when the Articles of Incorporation are amended in order to change all common stock into Fully Acquirable Class Shares, as mentioned above in (ii), that a shareholder has the right to demand that the shares he or she holds be purchased in accordance with the provisions of Article 116 and 117 of the Company Law, and other related legislation, and (b) once the delivery of a separate class of share in exchange for the acquisition of the Fully Acquirable Class Shares is resolved at the meeting of shareholders, that a shareholder may petition for the determination of the price of Fully Acquirable Class Shares in accordance with the provisions of Article 172 of the Company Law and other related legislation. Because the purchase price and the equity value of the methods mentioned above in (a) and (b) will be ultimately determined by a court, they may differ from the purchase price of the Tender Offer. In making a demand or petition under these measures, it is the responsibility of each shareholder to confirm the required procedures and to make the relevant determination of whether to proceed.

In early 2009 at the latest, the Tender Offeror plans to transfer some of the shares of the Target Company that it holds to Taisho (the "Transfer"), pursuant to the relevant laws and regulations, at a price which is substantially similar to the purchase price of the Tender Offer. The Transfer will be implemented in order to ensure that Taisho holds 34% of the voting rights in the Target Company, through the combination of the shares of the Target Company which it owns and the shares which will be transferred to it by the Tender Offeror. As a result of the Transfer, the Tender Offeror will hold up to 66% of the voting rights in the Target Company, and Taisho will hold 34% of the voting rights.

As a result of the Tender Offer, although the common stock of the Target Company has not triggered the delisting standards of the Securities Listing Regulations of the Tokyo Stock Exchange (the "Delisting Standards"), if the Tender Offeror and Taisho take complete control of the Target Company after the Tender Offer as they are planning to do, pursuant to the applicable laws and regulations and upon further discussion, the shareholding of the Target Company will trigger the Delisting Standards and the Target Company will be delisted. If the shares of the Target Company are delisted, the shares of the Target Company will not be traded on the Tokyo Stock Exchange and will be difficult to sell in the future.

Pursuant to the terms of the Agreement concluded between the Tender Offeror, Taisho and the Target Company on February 13, 2008, the Tender Offeror, together with FUJIFILM Corporation, plans to continue to engage in detailed discussions with the Target Company and Taisho regarding the overall management of the Target Company. Specifically, the Tender Offeror plans to discuss with Taisho and the Target Company (i) other fund raising for the Target Company by the Tender Offeror and Taisho, which will be conducted pursuant to a separate agreement, (ii) granting FUJIFILM Group and Taisho the right to appoint directors to the Target Company's board, and other potential changes to the composition of the Board of Directors of the Target Company, and (iii) implementing other measures in order to maximize synergies between the FUJIFILM Group, Taisho and the Target Company, among others.

4. Location at which a Copy of the Tender Offer Report is available to the Public

FUJIFILM Holdings Corporation
(9-7-3, Akasaka, Minato-ku, Tokyo)

Tokyo Stock Exchange Group, Inc.
(2-1 Kabutocho, Nihonbashi, Chuo-ku, Tokyo)

II. Change of Subsidiary Structure

1. Reason for Change

As a result of the Tender Offer and the Third Party Allocation of New Shares, the Company holds 67.42% of the total number of shareholder voting rights of the Target Company. Accordingly, the Target Company is scheduled to become a consolidated subsidiary of the Company as of March 26, 2008.

2. Description of the New Subsidiary

(1) Trade Name Toyama Chemical Co., Ltd.
(2) Name and Title of Representative Masuji Sugata, President and Director
(3) Address of Head Office 3-2-5, Nishi-Shinjuku, Shinjuku-ku, Tokyo
(4) Date of Incorporation November 15, 1936
(5) Business Description Pharmaceutical, production, purchase and sale of healthcare products
(6) Fiscal Year End March 31
(7) Number of Employees 1,056 (consolidated) (as of September 30, 2007)
(8) Principle Office Toyama Plant
2-4-1, Shimo-okui, Toyama-shi, Toyama
(9) Paid-in Capital 22,400 million yen (as of September 30, 2007)
(10) Major Shareholders and Shareholding Ratio (as of September 30, 2007) Taisho Pharmaceutical Co., Ltd.
21.80%
Hokuriku Bank, Ltd.
3.79%
Sumitomo Mitsui Banking Corporation
2.53%
Taisei Corporation
2.38%
Nakano Kosan Co., Ltd.
1.71%
Tokio Marine & Nichido Fire Insurance Co., Ltd.
1.66%
Asahi Kasei Corporation
1.53%
Trust & Custody Services Bank, Ltd.
(Pension Trust Account)
1.49%
Goldman Sachs International
(Standing Proxy: Goldman Sachs Japan Co., Ltd.)
1.19%
The Master Trust Bank of Japan Ltd.
(Trust Account)
1.15%

(11) Consolidated Business Results for the Recent Fiscal Years

(In million yen)

Fiscal Year ended March 31, 2006 March 31, 2007
Net sales
23,123
16,732
Operating income
1,523
(5,797)
Ordinary income
835
(6,557)
Net profit
453
(8,765)
Gross assets
68,961
61,702
Net assets
33,428
23,962

(Note 1) Consumption tax and similar charges are not included in "Net sales".

(Note 2) The information above (including Note 1) is based on the 109th Semi-Annual Securities Report submitted by the Target Company to the Kanto Local Finance Bureau on December 14, 2007.

3. Number of Shares Acquired, Acquisition Price, and the Status of Shares Held by the Company Prior To and After the Tender Offer and the Third Party Allocation of New Shares

(1) Number of Shares Held by the Company Prior To Change

0 shares (Shareholding percentage of the total shares outstanding: 0.00%)
(Number of voting rights: 0 units)

(2) Number of Shares Acquired

Through the Tender Offer: 132,864,533 shares (Acquisition price: 880 yen)
(Number of voting rights: 132,864 units)
Through the Third Party Allocation of New Shares: 28,990,000 shares
(Acquisition price: 683 yen)
(Number of voting rights: 28,990 units)

(3) Number of Shares Held by the Company After Change

161,854,533 shares (Shareholding percentage of the total shares outstanding: 67.14%)
(Number of voting rights: 161,854 units)

4. Scheduled Date of Acquisition of New Subsidiary

Wednesday, March 26, 2008 (the settlement commencement date of the Tender Offer)

5. Outlook After the Tender Offer

The impact of the change of subsidiary on the consolidated business results of the Tender Offeror for the fiscal period ending March 31, 2008 is currently being examined. The impact on the business results for the fiscal period ending March 31, 2009 will be incorporated into the business results forecasts for the fiscal period ending March 31, 2009.

Media Contact

FUJIFILM Holdings Corporation
Corporate Planning Division Public Relations Group
Tel: +81-3-6271-2000
FUJIFILM Holdings Website:
Japanese : http://www.fujifilmholdings.com/ja/
English : http://www.fujifilmholdings.com/en/

Toyama Chemical Shareholder Contact

Tel* : 0120-770-126 (Business Day: 9:00 - 18:00)

*: domestic use only