Update From Ohio National CEO Barbara Turner

Update on the Constellation Strategic Transaction Announcement

I’m pleased to provide additional information on our strategic transaction with Constellation that we announced in March 2021. As we have received some questions regarding further information about the plan for this acquisition, I thought it was helpful to provide answers to some of the more frequently asked questions. We are, as always, happy to answer any further questions you may have.

We’re very excited about the opportunity for Ohio National and look forward to completion of this transaction, anticipated by the end of the year. We will continue to keep you informed of our progress.

  • Ohio National announced a plan to be acquired by Constellation – the transaction is not yet completed.
    • The acquisition plan with Constellation is subject to regulatory approval and a vote of eligible member policyholders to approve it.
    • This process is expected to be completed by the end of the year.
  • Ohio National will continue to offer and service protection and accumulation products.
    • Upon completion of the transaction, Ohio National will continue to operate under our current brand, with the same leadership team, infrastructure and location, and focus on protection and accumulation products. 
    • We will continue to service Ohio National policies and contracts.
  • Ohio National policies will remain in place and the contract terms will be unaffected.
    • When the transaction is completed, Ohio National policies and contracts will continue to remain in place under the existing policy and contract language.
  • Ohio National policyholders who are eligible members will receive cash or policy benefits in exchange for their membership interests and voting rights.
    • The cash or policy benefits eligible members will receive is in exchange for their membership interests and voting rights, should the transaction be approved. (As stated above, Ohio National policies and contracts remain in place.)
  • Ohio National policyholders who are eligible members will receive additional information about the transaction and the amount of cash or policy benefits they will receive, and will have an opportunity to vote on the acquisition.
    • Eligible members of Ohio National will be provided with more detail about the transaction, including an Information Statement and an estimate of their portion of the $500 million in consideration (as cash or policy benefits), before a special meeting where they will be given the opportunity to vote on the transaction. 
    • Members will have at least thirty days’ notice of the meeting, which we anticipate will be held later this year. 
  • Independent third parties were engaged to value the $500 million in policyholder consideration. 
    • Ohio National Mutual Holdings, Inc.’s Board of Directors utilized independent third party financial and actuarial advisors to help evaluate the fairness of the $500 million in consideration offered by Constellation to the eligible members of Ohio National Mutual Holdings, Inc.
    • We believe our members will see the value of the proposed transaction, including in the substantial consideration being made available to them. 
  • Ohio National is financially strong.
    • Ohio National has a strong balance sheet and capital structure, and is able to meet its obligations. 
    • This strategic transaction with Constellation is about further strengthening the company’s financial position well into the future. It will help ensure Ohio National’s ability to continue to provide financial security to our policyholders today, tomorrow and beyond, while investing to grow the company.
  • Constellation is a US-based company seeking to create long-term value through growth.
    • Constellation, formed in 2019, is a privately-held US-based insurance holding company that was created to seek out high quality insurance company acquisitions and work with companies as a long-term partner. 
    • Constellation chose Ohio National because it believes Ohio National is an impressive company with good potential and that this transaction can have a transformative impact on Ohio National’s strategic and financial position, capital access, and financial strength. 
    • Constellation will target acquisitions of life and P&C insurers based in North America, with the strategic intent of building a substantial, highly rated and conservatively managed multi-line insurance business backed by long-term institutional capital.
    • Constellation’s founding investors and equity partners are pension funds Caisse de dépôt et placement du Québec (“CDPQ”) and Ontario Teachers’ Pension Plan (“OTPP”), two of the world’s largest, premier long-term focused institutional investors. Based in Canada, CDPQ and OTPP together manage over CA$500 billion in net assets, including over CA$80 billion in private capital investments, and bring long-term, patient capital and a strong and successful track record in the insurance industry. 
    • Pension funds are increasingly attracted to insurance companies as the insurance sector tends to provide stable, sustained returns over a long-term horizon, making it well aligned with the investment profile that those companies seek.
    • Learn more about Constellation online: constellationinsuranceholdings.com
  • Ohio National is making this decision to strengthen our already strong financial position for the future.
    • It’s a very challenging economic environment, with continued historically low interest rates, increased regulatory costs and pressure for the entire industry. Ohio National is taking this step to strengthen the company’s financials with additional capital now, as well as greater potential for access to capital in the future.   
  • We expect to complete this transaction in the first half of 2022.
    • This process is subject to various regulatory approvals as well as a vote by eligible Ohio National policyholder members. We anticipate closing in the first half of 2022.
  • We are excited about the opportunities this transaction will offer.
    • This strategic transaction with Constellation presents an opportunity for Ohio National to continue to deliver value to our policyholders and stakeholders by strengthening our balance sheet and financial profile, and providing additional sources of capital to invest in the growth of the company. 
    • A strengthened capital position and increased financial and operational flexibility will enhance Ohio National’s ability to seize growth opportunities and respond to varying market conditions, resulting in a stronger, more responsive and innovative company that is well positioned to serve its policyholders for many years to come.

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.