Constellation Insurance Holdings completes strategic acquisition of Ohio National

Torys acted as counsel to CDPQ and Ontario Teachers' as backers of Constellation with a team that included Laurie Duke, Heding Yang, Nico Basil and Michele Qu (corporate/M&A), Peter Keenan and Michelle Lu (tax).

On March 23, 2021, Constellation Insurance Holdings, Inc. (“Constellation”), backed by institutional investors Caisse de dépôt et placement du Québec (“CDPQ”) and Ontario Teachers' Pension Plan Board (“Ontario Teachers'”), announced that it entered into an agreement for its inaugural transaction through the acquisition of Cincinnati-based Ohio National Mutual Holdings, Inc. (“ONMH”) and its wholly owned subsidiary Ohio National Financial Services, Inc. (“ONH” and together with ONMH, “Ohio National”) for a total consideration of US$1 billion, including both member consideration and new capital infused in the business, as part of its demutualization process. 

The successful completion of the sponsored demutualization transaction was announced on March 31, 2022. Following the approval of the transaction by member vote on March 11, 2022, ONMH converted to a stock company, renamed Ohio National Holdings, Inc. (“ONH”), and became an independently managed subsidiary of Constellation. Ohio National Financial Services, Inc. remains a subsidiary to ONH.

As part of the transaction, Constellation committed to contribute C$500 million of capital into Ohio National Life Insurance Company (“ONLIC”) over a four-year period, to further strengthen Ohio National’s capital position and ability to fulfill its obligations, as well as to invest in organic and inorganic growth opportunities.

Further information can be found on Globe Newswire’s website.

Ohio National provides insurance products that help policyholders achieve financial security and independence through a network of financial professionals across 49 states (all except New York), the District of Columbia and Puerto Rico and through affiliated operations in South America. As of December 31, 2020, its affiliated companies had US$41.2 billion total assets under management.

Constellation is an insurance holding company targeting 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.

CDPQ is a global investment group managing funds for public retirement and insurance plans that work alongside partners to build enterprises that drive performance and progress. As at December 31, 2020, CDPQ's net assets total C$365.5 billion.

Ontario Teachers', an independent organization headquartered in Toronto, is the administrator of Canada's largest single-profession pension plan, with C$204.7 billion in net assets (all figures at June 30, 2020 unless noted). It holds a diverse global portfolio of assets, approximately 80% of which is managed in-house, and has earned an annual total-fund net return of 9.5% since the plan's founding in 1990.