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Definitive merger agreement amended
July 2015
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WINSTON-SALEM, N.C. & SAN FRANCISCO—Targacept Inc. and Catalyst Biosciences Inc. have announced an amendment to their definitive agreement to merge their companies, an agreement announced March 5 of this year. Targacept announced April 6 that the research and license agreement between Catalyst and Wyeth LLC, which deals with the development and commercialization of Catalyst’s CB 813d/PF-05280602, had been terminated. This amended agreement considers the effect of terminating the Wyeth agreement. Under the amended agreement, Targacept stockholders would own shares representing approximately 42 percent of the combined company, as opposed to the original 35 percent, and some 57 percent of the outstanding capital on a pro-forma basis, compared to the original 49 percent. Targacept shareholders will have 30 months to change the redeemable convertible notes into stock or cash, instead of 24 months, and any NNR Therapeutics assets not sold will remain with the combined company.
 
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