For Policyholders

Dear Valued Policyholder,

I want to share an exciting milestone for Ohio National that will further strengthen our financial position, enhance our market position, and enable us to become a stronger, more responsive and innovative financial services company for years to come. 

Our Board of Directors has unanimously approved an agreement to enter into a strategic transaction that, if completed, will result in our acquisition by Constellation Insurance Holdings, Inc. Constellation was created to seek out high quality insurance company acquisitions. Ohio National is Constellation’s inaugural acquisition and it will serve as a platform to build upon Ohio National’s leadership position, strengths and infrastructure, and capitalize on growth opportunities in the financial services industry.

Constellation, an insurance holding company, is backed by Caisse de dépôt et placement du Québec (“CDPQ”) and Ontario Teachers’ Pension Plan Board (“Ontario Teachers’”), two of the world’s largest, premier long-term institutional investors.

This decision involves the initiation of a sponsored demutualization process of Ohio National Mutual Holdings, Inc. This means that if the transaction is completed, which is contingent upon receipt of all required regulatory approvals as well as satisfaction of closing conditions, Ohio National will convert from a mutual insurance holding company to a stock company owned by Constellation, whereby upon acquisition completion, cash payments or policy benefits will be made to eligible members in the aggregate amount of $500 million. This change requires approval of our members at a special meeting to be called for such purpose as well as regulatory review and approval. 

How does this impact my policy?

Importantly, all of our policies remain inforce and unchanged per the terms of your contract. Your Ohio National financial professional remains the same and will continue to service your needs. 

As this transaction progresses, we will keep you informed with updates on our website and by corresponding with you.

This decision was made with you in mind.

This transaction will significantly strengthen Ohio National’s financial position and ability to fulfill our obligations while investing in our business. 

We look forward to your support of this transaction, as it will strengthen our ability to fulfill our mission to help you achieve financial security and independence today – and for generations to come. 

Thank you for continuing to choose Ohio National.

Best, 

Barbara A. Turner, CRCP 
President and Chief Executive Officer 

Products are issued by The Ohio National Life Insurance Company and Ohio National Life Assurance Corporation. Guarantees are based on the claims-paying ability of the issuer. Product, product features and rider availability vary by state. Disability income insurance is not available in CA. Issuer is not licensed to conduct business in NY. New York contracts issued by National Security Life and Annuity Company.

FAQs

1. What is Ohio National announcing?

We’ve announced an agreement to enter into a strategic transaction with Constellation to acquire Ohio National Mutual Holdings, Inc. (“ONMH”) and its wholly owned subsidiary Ohio National Financial Services, Inc. This means Ohio National will convert to a stock company through a sponsored demutualization process and become a subsidiary of Constellation.

As part of the demutualization process, eligible members of ONMH, will be compensated for the extinguishment of their membership interests. This conversion requires a vote by eligible members at a special meeting to be called for such purpose as well as regulatory review and approval. When the transaction is completed, Ohio National will be a private, independent stock company owned by Constellation and serve as Constellation’s new platform for growth in the financial services industry.

2. What is a sponsored demutualization?

ONMH is a mutual insurance holding company. Unlike stock companies, mutual insurance holding companies do not have shareholders, they have members. In the case of ONMH, certain policyholders of its subsidiary, The Ohio National Life Insurance Company, are members. Members have certain limited rights, such as the right to elect directors and to vote on certain extraordinary transactions and the right to receive consideration in the event of a demutualization or liquidation of the mutual insurance holding company. The Plan of Conversion provides a framework for converting ONMH to a stock company so that it can be owned, with full voting control, by a shareholder. The proposed sponsored demutualization is necessary for Constellation to be able to acquire control of ONMH and its subsidiaries. Certain eligible members of ONMH will be entitled to receive consideration for the extinguishment of their membership interests in the form of policy benefits or cash.

3. Who is Constellation and why are they acquiring Ohio National?

Constellation, a privately-held insurance holding company, was created to seek out high quality insurance company acquisitions. Ohio National is Constellation’s inaugural acquisition. Ohio National will serve as a new platform to build off of using Ohio National’s strengths and infrastructure to grow its insurance business. The company is backed by investments by two of the world’s largest, premier institutional investors, Caisse de dépôt et placement du Québec (“CDPQ”) and Ontario Teachers’ Pension Plan (“OTPP”). 

We are confident this transaction will strengthen our financial position, enhance our market position, and enable us to become a stronger, more responsive and innovative financial services company for years to come.

4. What are the terms of the consideration?

The sponsored demutualization is subject to various regulatory approvals, including the approval of the Ohio Director of Insurance, and the approval of Ohio National Mutual Holding Company’s eligible members. Upon completing the acquisition, Constellation will fund consideration for eligible members in the form of cash payments or policy benefits. The actual amount of consideration any eligible member will receive will be determined based on principles and methodologies set forth in the Plan of Conversion. The aggregate amount of all consideration payable to eligible members is of $500 million. 

Additionally, Constellation will provide Ohio National $500 million in capital over a four-year time period following the completion of the transaction.

5. What are the benefits of this transaction?

For policyholders and members, this transaction will strengthen our balance sheet and enhance our ability to fulfill our obligations while investing in technology and innovative products to advance our mission to help you achieve financial security and independence today – and for generations to come.

6. Am I an eligible member?

Ohio National’s eligible members will be notified in the coming months with more detailed information on the transaction, what it means for you and your membership interests and voting instructions.

Generally, eligible members are (i) members of ONMH on the Adoption Date of the Plan of Conversion, which are policyholders that own an in-force, qualifying life insurance policy or annuity policy issued by The Ohio National Life Insurance Company on March 22, 2021, and (ii) continue to be members on the date the proposed transaction closes. Policies that are disability insurance policies, policies issued by Ohio National Life Assurance Corporation (including universal life, variable universal and disability income insurance) and National Security Life and Annuity Company do not provide membership interests in ONMH and, therefore, will not be eligible for any consideration. Additional requirements for eligibility apply. Ohio National’s customer support center will be available to provide specific information about eligibility of your policy soon.

7. What will I receive if the Plan is approved?

As part of the demutualization process, eligible members of ONMH will be compensated for the extinguishment of their membership interest. This conversion requires a vote by eligible members at a special meeting to be called for such purpose as well as regulatory review and approval. 

When the transaction is completed, Ohio National will be a private, independent stock company owned by Constellation and serve as Constellation’s new platform for growth in the financial services industry.

8. Will the sponsored demutualization affect my Ohio National insurance policy?

All of our policies remain inforce and unchanged per the terms of your contract. Ohio National will continue to support your policy, and your Ohio National financial professional remains the same and will continue to service your needs.

9. How long will this process take?

This transaction and sponsored demutualization are subject to customary conditions, including regulatory approvals and the approval of ONMH’s members at a special meeting to be called for such purpose. We anticipate the completion and closing of this transaction to occur in the second half of 2021.

10. What happens if this plan is not approved?

Should the transaction not receive the required regulatory approval or member approval or otherwise not be completed for any reason, Ohio National Mutual Holdings, Inc. will remain a mutual insurance holding company and members will retain their membership interest. Because the transaction did not close, (1) no consideration (in cash or policy benefits) will be paid to Eligible Members and (2) Ohio National will not receive any additional capital to strengthen the Company’s financial position, enhance its market position and augment the capital strength of Ohio National and its insurance company subsidiaries.

As this transaction progresses, we will keep you informed with updates on our website AdvancingOhioNational.com

This decision was made with you in mind. 
We look forward to your support of this transaction, as it will strengthen our ability to fulfill our mission to help you achieve financial security and independence today – and for generations to come. 

Thank you for continuing to choose Ohio National.

Products are issued by The Ohio National Life Insurance Company and Ohio National Life Assurance Corporation. Guarantees are based on the claims-paying ability of the issuer. Product, product features and rider availability vary by state. Disability income insurance is not available in CA. Issuer is not licensed to conduct business in NY. New York contracts issued by National Security Life and Annuity Company.