Guidelines for Process Safety Acquisition Evaluation and Post Merger Integration

by Unknown

• ISBN13: 9780470251485
• ISBN10: 0470251484
• Edition: 1st
• Format: Hardcover
• Copyright: 2010-07-13
• Publisher: Wiley-AIChE

Summary

It is crucial for process safety professionals to be aware of best practices for post merger integration at any level. A compilation of industry best practices from both technical and financial perspectives, this book provides a single reference that addresses acquisitions and merger integration issues related to process safety. Presently, there are limited references on how to handle acquisitions in several different CCPS publications and almost no coverage of the post-merger integration issue, so this reference fills a notable gap in the coverage.

Author Biography

Since 1985, the Center for Chemical Process Safety (CCPS) has been the world leader in developing and disseminating information on process safety management and technology. CCPS, an industry technology alliance of the American Institute of Chemical Engineers (AIChE), has published over 80 books in its process safety guidelines and process safety concepts series, and over 100 training modules through its Safety in Chemical Engineering Education (SACHE) series.

Table of Contents

Executive Summary	p. 1
Why this Guideline?	p. 1
An Overview of Process Safety	p. 3
The Merger and Acquisition Process	p. 5
Screening Potential Candidates	p. 7
The Due Diligence Phase	p. 9
Developing the Integration Plan	p. 13
Implementing the Integration Plan	p. 18
M&A in the Future	p. 22
The Appendices	p. 24
An Overview of Process Safety	p. 27
Courtney's story - continued	p. 27
Why this Guideline?	p. 28
Understanding the basics	p. 31
Hazard versus Risk - Is there a Difference?	p. 32
Good Injury Rate does not Equal Good Process Safety Performance	p. 34
Understand the Hazards of Chemicals Handled on Site	p. 36
Don't forget about the Dust Explosion Hazard	p. 40
Unique Considerations at Facilities that Handle HHCs	p. 41
Resources for Process Safety	p. 43
The Merger and Acquisition Process	p. 47
Courtney's story - continued	p. 47
Changing World of Corporate Profiles	p. 48
Overview of the M&A Process	p. 49
Scalability (big/small; single site verse multiple site deals)	p. 52
Key Terms and Concepts	p. 53
Process Safety in the M&A process	p. 57
Financial Strategists can have high impact on process safety systems	p. 60
Screening Potential Candidates	p. 63
Courtney's story - continued	p. 63
Using Public Domain Information for Screening	p. 64
Using a Checklist to Identify Potential Process Safety Issues	p. 74
The Due Diligence Phase	p. 77
Courtney's story - continued	p. 77
Introduction	p. 78
The Divestment Due Diligence	p. 81
The Checklist	p. 82
The Internet and Intranet Searches	p. 82
Pre-site Visit Review	p. 83
The Due Diligence Site Visit and Document Review	p. 84
Vendor Due Diligence Report	p. 87
Valuation	p. 89
Data Room	p. 91
Question and Answer Management	p. 94
Reverse Due Diligence	p. 96
The Acquisition	p. 97
The Internet Search and Initial Data Gathering	p. 99
Vendor Due Diligence Report	p. 100
Data Room	p. 100
Due Diligence Valuation for Bid	p. 103
Pre-site Review	p. 104
The Site Visit and Document Review	p. 107
Due Diligence Report and Valuation	p. 110
Did the Deal Close?	p. 114
Developing the Integration Plan	p. 117
Courtney's story - continued	p. 117
Developing the Integration Plan and Process	p. 118
Step 1-Establishing the Boundaries for the Integration Process (i.e. Establishing the Integration Strategy)	p. 120
Step 2-Establishing the Expectations for the Process Safety Program	p. 124
Step 3-The Process Safety Integration Team	p. 127
Step 4-Assessing the Gap between the Current Approach and Expectations	p. 131
Step 5-Developing the Action Plan	p. 136
Implementing the Integration Plan	p. 153
Courtney's story - continued	p. 153
A Generic Change Model	p. 154
The Integration Path Forward	p. 160
Step 1-Get the 'hearts' of the newly acquired business leads to accept the Vision and Strategy for the integration process	p. 160
Step 2-Appointing and chartering Integration Implementation Teams	p. 161
An Alternate Bottom-Up Approach to Integration	p. 175
Differences Between Facilities, Business Units	p. 178
Step 3-Working Through the Implementation Itself	p. 179
M&A in the Future	p. 185
Courtney's story - continued	p. 185
The Appendices	p. 193
M&A Process Safety Checklist	p. 193
M&A P.S. Checklist - Commercial Evaluation Phase	p. 194
M&A P.S. Checklist - The M&A Team	p. 201
M&A P.S. Checklist - Data Room Information	p. 203
M&A P.S. Checklist - Planning the Site Visits	p. 217
M&A P.S. - Issues to be Investigated during the Site Visits	p. 219
M&A P.S. Checklist - Process Safety Issues to be Considered	p. 235
M&A P.S. Checklist - Assessing Major Hazard Risks	p. 241
M&A P.S. Checklist - Process Safety Management & Culture	p. 245
M&A P.S. Checklist - Process Safety Staffing Issues	p. 253
M&A P.S. Checklist - Hazard Identification Issues to Evaluate	p. 255
M&A P.S. Checklist - Management of Change Issues to Investigate	p. 257
M&A P.S. Checklist - Mechanical Integrity Issues to Investigate	p. 261
M&A P.S. Checklist - Process Safety Issues to Examine	p. 265
M&A P.S. Checklist - Process Safety Procedures to Examine	p. 267
M&A P.S. Checklist - P.S. Audit Issues to Consider	p. 271
An Exemplar Integration Plan & Budget	p. 273
Guidance for Using the Plan and Budget Spreadsheets	p. 275
An Exemplar Integration Plan	p. 279
Exemplar Integration Budget	p. 301
References	p. 309
Index	p. 313
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