Hello all.

I have never been part of a business aquisition or merger, but have been advised that there may be an aquisition in the very near future where I am working, and that I need to put into place plans and objectives for the successful aquisition should it come to fruition.

I know that aquisitions tend to have a large amount of HR input, especially under TUPE, but I am being asked to look at this from a OHS standpoint, Food Safety standpoint, and wider compliance standpoint.

As OHS Managers, what questions would you be asking in terms of pre- and post-aquisition of a business?

My inital thinking so far is to look at:

• What Health & Safety standards they have in place at the moment, such as accreditations, most recent H&S Audits, etc.
• An understanding of their H&S Systems (COSHH, Fire, Risk Assessments, Statutory Inspections, etc.) and the dates of their last inspections/reviews.
• Information on any outstanding/ongoing Personal Injury Claims with their Insurance Providers.
• Information on Accident Records over the past 3 years.
• Information on any outstanding/ongoing Vehicle Accident Claims with their Insurance Providers.
• Information on Vehicle Accidents over the past 3 years.

Obviously I would also need to look at post-aquisition, but this is more about the gaps identified and the standards we already want to have achieved.

Has anyone been in this situation before and can advise?

Hi GazNicki

In the world of M&A most "mergers" are actually "acquisitions" and the organisation is probably likely to do much more due diligence on the organisition they are buying than vice versa.

However, when it comes to H, S and E the due diligence is likely to focus on what might cost a lot of money or possibly reputation in the years to come.

....and that depends on risk profile.

So, if the organisation about to be swallowed up is making widgets and has a substantial history of accidents, enforcement action etc that might be a warning sign of what is coming.

Conversely if the target is an organisation like ours, we had what was an organisation skewed to Contracting taking over a company that did very little actual work on site, but rather all the design, project management, and contract administration - so SHOULD have very low numbers in the accident statistics and the big issue in due diligence SHOULD have been to wonder what we had designed that might e.g.be the subject of a disaster on the horizon.

So, were our processes for e.g. designing a road bridge sufficiently robust to make the buyer confident that the bridge isn't going to fall down in 10 years time, leading to multiple casualties and a huge financial claim now falling to the buyer?

Hence for that type of merger, most of the bullets in your posting are almost irrelevant (though probably still done anyway!)

Post acquisition it is usually about making sure that systems in two organisations are broadly compatible whilst time is taken to decide which models might be the best fit for both parts of the combined unit.

Edited by user 27 July 2023 12:38:44(UTC)  | Reason: Typo