Press Releases

Targacept Announces Pricing of Public Offering of Common Stock

WINSTON-SALEM, N.C.--()--Targacept, Inc. (NASDAQ: TRGT) announced today the pricing of an underwritten public offering of 3,658,537 shares of its common stock at a price to the public of $20.50 per share. The net proceeds to Targacept from the sale of the shares, after deducting underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $70.2 million. The offering is expected to close on May 25, 2011, subject to customary closing conditions.

Targacept has granted the underwriters for the offering an option for a period of 30 days to purchase up to an additional 548,780 shares of common stock to cover over-allotments, if any. The expected net proceeds to Targacept referenced above do not include any net proceeds that Targacept would receive if the underwriters exercise such over-allotment option.

Deutsche Bank Securities Inc. is acting as sole book-running manager for the offering. Lazard Capital Markets LLC, Leerink Swann LLC, Oppenheimer & Co. Inc., Needham & Company, LLC, Ladenburg Thalmann & Co. Inc. and Global Hunter Securities LLC are acting as co-managers for the offering.

The offering is being made by Targacept pursuant to a shelf registration statement previously filed with and declared effective by the Securities and Exchange Commission (SEC). A prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov. Copies of the prospectus supplement, when available, and the accompanying prospectus relating to this offering may be obtained from Deutsche Bank Securities Inc., Attn: Prospectus Department, 100 Plaza One, Floor 2, Jersey City, NJ 07311, Telephone number: (800) 503-4611, Email: prospectus.cpdg@db.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or other jurisdiction.

About Targacept

Targacept is a biopharmaceutical company engaged in the design, discovery and development of NNR Therapeutics™ for the treatment of diseases and disorders of the nervous system.

Forward-Looking Statements

This press release includes “forward-looking statements” made under the provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements, other than statements of historical fact, regarding, without limitation, the completion, timing or size of, and net proceeds from, Targacept’s public offering of common stock. In some cases, words such as “will,” “expect” or other comparable words identify forward-looking statements. Actual results, performance or experience may differ materially from those expressed or implied by any forward-looking statement as a result of various important factors, including without limitation risks and uncertainties that relate to Targacept’s business and financial condition or to general market conditions or that could impact the satisfaction of customary closing conditions for the offering. Risks and uncertainties that Targacept faces are described in greater detail under the heading “Risk Factors” in its most recent Annual Report on Form 10-K and in other filings that it makes with the Securities and Exchange Commission. As a result of the risks and uncertainties, the results or events indicated by any forward-looking statement may not occur. Targacept cautions you not to place undue reliance on any forward-looking statement.

In addition, any forward-looking statement in this press release represents Targacept's views only as of the date of this press release and should not be relied upon as representing its views as of any subsequent date. Targacept disclaims any obligation to update any forward-looking statement, except as required by applicable law.