Constellation transaction timing update:
In August, the Ohio Department of Insurance (ODI) completed its review and examination of Ohio National Mutual Holdings. ODI found that we met the statutory requirements and they proceeded to the next step of identifying and appointing an independent appraisal committee to conduct an analysis of the company valuation and the consideration offered to eligible members. The appraisal committee began its work in September. This work has concluded enabling Ohio National to move forward to the next step in the process, to obtain the vote of eligible ONMH members. (View Conclusions of the Appraisal Committee below.) This process will include printing and mailing of the policyholder information statement and proxies, including an estimate of consideration to be given to each eligible Member prior to the special policyholder meeting (all taking place in the first quarter of 2022). When the vote is completed, and if the Plan of Conversion is approved by eligible Members, the Ohio Department of Insurance will hold a public hearing. If the Director of Insurance finds that the conversion meets the statutory requirements, an order will be issued accepting the report of the appraisal committee and authorizing the conversion. Following the issuance of the order by the Director of Insurance, we will schedule the close of the transaction. We anticipate that the transaction will close in early 2022.
The purpose of the Member meeting on March 11, 2022 is solely for the purpose for eligible Members to consider and vote on a proposal to approve the Plan of Conversion. If the Plan of Conversion is approved by eligible members at this meeting, the Ohio Department of Insurance will hold a public hearing on March 18, 2022. If the Director of Insurance finds that the conversion meets the statutory requirements, an order will be issued accepting the report of the appraisal committee and authorizing the conversion. Following the issuance of the order by the Director of Insurance, we will schedule the close of the transaction. Ohio National is targeting to close the transaction on or about March 31, 2022.
Conclusions of the Appraisal Committee:
Based on The Appraisal Committee’s review, it determined that:
- As of December 31, 2020, the valuation of the Company, as presented by the Company in the Plan, of five hundred million dollars ($500,000,000), is fair and reasonable to the Eligible Members;
- The determination as to which policyholders are Eligible Members entitled to receive a distribution under the Plan, whether as Policy Benefit or Cash Consideration, is appropriate under the Company’s governing documents and Ohio law; and
- The Eligible Member distribution, both as Policy Benefits and Cash Consideration, either in a fixed component, variable component, or both, is reasonable and in compliance with actuarial standards of practice and Ohio Revised Code Section 3913.12(B).