AGREEMENT AND PLAN OF MERGER BY AND AMONG AON PLC, RANDOLPH ACQUISITION CORP., RANDOLPH MERGER SUB LLC, NFP INTERMEDIATE HOLDINGS A CORP. AND NFP PARENT CO, LLC DECEMBER 19, 2023Agreement and Plan of Merger • December 20th, 2023 • Aon PLC • Insurance agents, brokers & service • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 19, 2023, is entered into by and among Aon plc, an Irish public limited company (“Parent”), Randolph Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Acquirer”), Randolph Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Acquirer (“Merger Sub”), NFP Intermediate Holdings A Corp., a Delaware corporation (the “Company”), and NFP Parent Co, LLC, a Delaware limited liability company (“NFP Seller” and, together with Parent, Acquirer, Merger Sub and the Company, the “Parties”).
