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    Guidelines for Process Safety Acquisition Evaluation and Post Merger Integration
    Guidelines for Process Safety Acquisition Evaluation and Post Merger Integration
    Guidelines for Process Safety Acquisition Evaluation and Post Merger Integration
    Ebook390 pages3 hours

    Guidelines for Process Safety Acquisition Evaluation and Post Merger Integration

    By CCPS (Center for Chemical Process Safety)

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    About this ebook

    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.
    LanguageEnglish
    PublisherWiley
    Release dateNov 13, 2013
    ISBN9781118216200
    Guidelines for Process Safety Acquisition Evaluation and Post Merger Integration

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      Book preview

      Guidelines for Process Safety Acquisition Evaluation and Post Merger Integration - CCPS (Center for Chemical Process Safety)

      Contents

      Cover

      Half Title page

      Title page

      Copyright page

      Online Files Accompanying This Book

      Acronyms and Abbreviations

      Glossary

      Acknowledgments

      Preface

      Executive Summary

      Why This Guideline?

      Chapter 1 – An Overview of Process Safety

      Chapter 2 – The Merger and Acquisition Process

      Chapter 3 – Screening Potential Candidates

      Chapter 4 – The Due Diligence Phase

      Chapter 5 – Developing The Integration Plan

      Chapter 6 – Implementing The Integration Plan

      Chapter 7 – M&A In The Future

      The Appendices

      Chapter 1: An Overview of Process Safety

      1.0 Courtney’S Story – Continued

      1.1 Why This Guideline?

      1.2 Understanding The Basics

      1.3 Hazard Versus Risk – is There A Difference?

      1.4 Good Injury Rate Does not Equal Good Process Safety Performance

      1.5 Understand The Hazards of Chemicals Handled on Site

      1.6 Don’T Forget About The Dust Explosion Hazard

      1.7 Unique Considerations at Facilities That Handle Hhcs

      1.8 Resources for Process Safety

      Chapter 2: The Merger and Acquisition Process

      2.0 Courtney’S Story – Continued

      2.1 Changing World of Corporate Profiles

      2.2 Overview of The M&A Process

      2.3 Scalability (Big/Small; Single Site Verse Multiple Site Deals)

      2.4 Key Terms and Concepts

      2.5 Process Safety In The M&A Process

      2.6 Financial Strategists Can Have High Impact on Process Safety Systems

      Chapter 3: Screening Potential Candidates

      3.0 Courtney’S Story - Continued

      3.1 Using Public Domain Information for Screening

      3.2 Using A Checklist to Identify Potential Process Safety Issues

      Chapter 4: The Due Diligence Phase

      4.0 Courtney’S Story - Continued

      4.1 Introduction

      4.2 The Divestment Due Diligence

      4.3 The Acquisition

      4.4 Did The Deal Close?

      Chapter 5: Developing the Integration Plan

      5.0 Courtney’S Story - Continued

      5.1 Developing The Integration Plan and Process

      Chapter 6: Implementing the Integration Plan

      6.0 Courtney’S Story – Continued

      6.1 A Generic Change Model

      6.2 The Integration Path Forward

      6.3 An Alternate Bottom-Up Approach to Integration

      6.4 Differences Between Facilities, Business Units

      6.5 Step 3 – Working Through The Implementation Itself

      Chapter 7: M&A in the Future

      7.0 Courtney’S Story – Continued

      The Appendices

      Appendix A – M&A Process Safety Checklist

      M&A P.S. Checklist - Commercial Evaluation Phase

      M&A P.S. Checklist – The M&A Team

      M&A P.S. Checklist – Data Room Information

      M&A P.S. Checklist – Planning The Site Visits

      M&A P.S. – Issues to Be Investigated During The Site Visits

      M&A P.S. Checklist – Process Safety Issues to Consider

      M&A P.S. Checklist – Assessing Major Hazard Risks

      M&A P.S. Checklist – Process Safety Management & Culture

      M&A P.S. Checklist – Process Safety Staffing Issues

      M&A P.S. Checklist – Hazard Identification Issues to Evaluate

      M&A P.S. Checklist – Management of Change Issues to Investigate

      M&A P.S. Checklist – Mechanical Integrity Issues to Investigate

      M&A PS Checklist – Process Safety Issues to Examine

      M&A PS Checklist – Process Safty Procedures to Examine

      M&A P.S. Checklist – P.S. Audit Issues to Consider

      Appendix B – An Exemplar Integration Plan & Budget

      Guidance for Using The Plan and Budget Spreadsheets

      An Exemplar Integration Plan

      References

      Index

      GUIDELINES FOR PROCESS SAFETY ACQUISITION EVALUATION AND POST MERGER INTEGRATION

      This book is one in a series of process safety guideline and concept books published by the Center for Chemical Process Safety (CCPS). Please go to www.wiley.com/go/ccps for a full list of titles in this series.

      It is sincerely hoped that the information presented in this document will lead to an even more impressive safety record for the entire industry. However, the American Institute of Chemical Engineers, its consultants, the CCPS Technical Steering Committee and Subcommittee members, their employers, their employers’ officers and directors, and ioMosaic, Inc., and its employees do not warrant or represent, expressly or by implication, the correctness or accuracy of the content of the information presented in this document. As between (1) American Institute of Chemical Engineers, its consultants, CCPS Technical Steering Committee and Subcommittee members, their employers, their employers’ officers and directors, and ioMosaic Inc., and its employees and (2) the user of this document, the user accepts any legal liability or responsibility whatsoever for the consequences of its use or misuse.

      Title Page

      Copyright © 2010 by American Institute of Chemical Engineers, Inc. All rights reserved.

      A Joint Publication of the Center for Chemical Process Safety of the American Institute of Chemical Engineers and John Wiley & Sons, Inc.

      Published by John Wiley & Sons, Inc., Hoboken, New Jersey. Published simultaneously in Canada.

      No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, scanning, or otherwise, except as permitted under Section 107 or 108 of the 1976 United States Copyright Act, without either the prior written permission of the Publisher, or authorization through payment of the appropriate per-copy fee to the Copyright Clearance Center, Inc., 222 Rosewood Drive, Danvers, MA 01923, (978) 750-8400, fax (978) 750-4470, or on the web at www.copyright.com. Requests to the Publisher for permission should be addressed to the Permissions Department, John Wiley & Sons, Inc., 111 River Street, Hoboken, NJ 07030, (201) 748-6011, fax (201) 748-6008, or online at http://www.wiley.com/go/permission.

      Limit of Liability/Disclaimer of Warranty: While the publisher and author have used their best efforts in preparing this book, they make no representations or warranties with respect to the accuracy or completeness of the contents of this book and specifically disclaim any implied warranties of merchantability or fitness for a particular purpose. No warranty may be created or extended by sales representatives or written sales materials. The advice and strategies contained herein may not be suitable for your situation. You should consult with a professional where appropriate. Neither the publisher nor author shall be liable for any loss of profit or any other commercial damages, including but not limited to special, incidental, consequential, or other damages.

      For general information on our other products and services or for technical support, please contact our Customer Care Department within the United States at (800) 762-2974, outside the United States at (317) 572-3993 or fax (317) 572-4002.

      Wiley also publishes its books in a variety of electronic formats. Some content that appears in print may not be available in electronic format. For information about Wiley products, visit our web site at www.wiley.com.

      Library of Congress Cataloging-in-Publication Data:

      Guidelines for process safety acquisition evaluation and post merger integration,

      p. cm.

      "A Joint Publication of the Center for Chemical Process Safety

      of the American Institute of Chemical Engineers

      and John Wiley & Sons, Inc."—

      Includes index.

      ISBN 978-0-470-25148-5 (cloth)

      1. Chemical industry—Management. 2. Chemical industry—

      Safety regulations. I. American Institute of Chemical

      Engineers. Center for Chemical Process Safety.

      HD9650.9.G85 2010

      660.068’5—dc22

      2010005157

      ONLINE FILES ACCOMPANYING THIS BOOK

      This book is accompanied and complimented by two spreadsheets or tools you can load onto your computer and use to assist with building your own M&A process safety toolkit. These spreadsheets provide:

      Checklists of process safety issues that should be investigated or addressed in a proposed acquisition or merger,

      A draft of a possible integration plan of activities a reader or user of this Guideline may have to complete as part of merging together the process programs of newly acquired facilities with their own current operations, and

      A draft integration budgeting tool, to help with estimating the resources and costs that an organization may have to make provisions for when integrating two process safety programs together.

      To access the spreadsheets, go to:

      http://www.aiche.org/downloads/CCPS/Mergers_and_Acquisitions.zip

      To unzip the files for use, enter the password: CCPS_Mergers

      Email ccps@aiche.org with questions.

      Acronyms and Abbreviations

      Glossary

      Acknowledgments

      CCPS wishes to acknowledge the many contributions of the ioMosaic members who wrote this book especially the principal author and editor Dr. Gary Kenney and authors Messrs. Henry Ozog and Mr. George Groves. The authors wish to thank the following ioMosaic personnel for their technical contributions and review: Dr. Georges Melhem, Ms. Susan Ozog and Ms. Vanessa Millette.

      The American Institute of Chemical Engineers (AIChE) and the Center for Chemical Process Safety (CCPS) express their appreciation and gratitude to all members of the Process Safety M&A Subcommittee and their CCPS member companies for their generous support and technical contributions in the preparation of these Guidelines.

      PROCESS SAFETY M&A SUBCOMMITTEE:

      Before publication, all CCPS books are subjected to a thorough peer review process. CCPS gratefully acknowledges the thoughtful comments and suggestions of the peer reviewers. Their work enhanced the accuracy and clarity of these guidelines.

      Preface

      "Various studies have shown that mergers have failure rates of more than 50 percent. One recent study found 83 percent of all mergers fail to create value and half actually destroy value. This is an abysmal record. What is particularly amazing is that in polling the boards of the companies involved in those same mergers, over 80 percent of the board members thought their acquisitions had created value."

      Robert W. Holthausen, The Nomura Securities Company Professor, Wharton School of Executive Education

      Courtney finally settled into her seat on the plane and closed her eyes. The past seven hours had been a mad rush.

      What were they thinking about on the 26th floor of headquarters in Houston? Another acquisition? We haven’t even gotten our heads around the acquisition of Independent Refining we bought three years ago! AND this time it’s a chemical company! Bland Petroleum has no experience with bulk chemical processing.

      Courtney was in the second day of an HSE audit of one of the former Independent refineries when she received a call from Houston to get back as soon as possible. The CEO of Bland Petroleum had just announced they were entering into an agreement to purchase White Hot Chemicals. A due diligence team was being formed and Courtney was to lead that part of the review into all HSE regulations and issues. The Team was meeting tomorrow morning and Courtney needed to be in Houston in time for the kick-off meeting.

      When Courtney heard the news, her first thoughts were – White Hot Chemicals, never heard of them. While in the lounge at the airport she was able to connect to the Internet and did a quick search on White Hot. She found they had six plants; two in Texas, one in California, one in New Jersey, one in Pennsylvania and one near Terneuzen, Netherlands. She also discovered one of the Texas plants had recently been audited by OSHA. OSHA found numerous process safety related violations and White Hot agreed to correct the various deficiencies in a 20-month period. That was eight months ago.

      She felt the plane being pushed back from the gate and heard the engines start. Courtney turned her head slightly and looked out the window. It wasn’t until she had been in the cab to the airport that Courtney had the chance to wonder – why me? Despite having been in the industry for eighteen years, I’ve never been directly involved in a merger or acquisition. Yes, her previous company had been bought but at that time she was relatively junior in the organization and it all just happened around her. Besides not much seemed to have really changed other than a number of their IT systems were replaced. As her mind returned to the present situation, she started asking herself: What are they expecting of me? What are the first steps? What kind of questions or information should I be seeking? Where do I get it from? Is there any guidance that will help me through the next several weeks or, more likely, months? Courtney began to feel exposed, lonely and yes a bit frightened

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