1. Who is the Target? Who is the Bidder?

2. Does this deal present any antitrust concerns? Will this deal require any other regulatory approvals?

3. How will investors in Bidder Co. learn of the proposed acquisition of Target Co.? How will investors in Target Co. learn of the proposed sale of their company?

4. In the case of the Pfizer-Pharmacia deal, what is the nature of managements concern as to the markets reaction to the public announcement of this proposed transaction between Pfizer and Pharmacia? How will management gauge the markets reaction? Why is management worried about the markets reaction to the deal when it gets announced? Why is this concern not mentioned in the press coverage of Nestls acquisition of Chef America?

5. What is the acquisition consideration? In other words, what is Bidder offering to pay to acquire Target?

6. Why does Bidder want to buy Target? What business objective is to be served by making this acquisition? Is Bidder a strategic or financial buyer?

7. What is the business incentive for Target to engage in this deal? Why is Target willing to let itself be acquired?

8. What does each company hope to accomplish in the due diligence process? What will (actually) be done during the course of this due diligence process?

9. What will happen when Pharmacia spins off that is, divests itself of the stake it holds in Monsanto?

10. In describing the deal between Pfizer and Pharmacia, the financial press referred to Hassan as selling his company. In what sense is Hassan selling his company? In what sense is Hassan not selling his company? Along these same lines, in what sense is Paul Merage selling his company?