Bioteknic Corporation announced that it had entered into a merger agreement with Zalco Corporation, a research-based pharmaceutical company and a leader in drug delivery technologies. In a nontaxable reorganization, Zalco shareholders were offered a fixed exchange ratio of 0.49 shares of Bioteknic common stock for each share of Zalco stock. Zalco had approximately 295 million shares outstanding at the time of the announcement. The boards of directors of both companies approved the merger. What tax issues might have been important to the two companies and to the two shareholder groups?