Monitor Tempus (TEM) stock price as it determines actual consideration for PSNL holders. Key milestones: filing of S-4, stockholder vote, and HSR clearance. If TEM stays above $48.42, PSNL holders benefit from stock upside; if it falls below $46, PSNL can walk away. The deal appears well-structured with Merck support, but regulatory risk remains.
Price Chart
Executive Summary
Personalis (PSNL) entered into a definitive merger agreement with Tempus AI (TEM) on July 20, 2026. PSNL shareholders will receive $16.25 per share in Tempus stock (variable exchange ratio, floored at 0.3356 if TEM ≤ $48.42), with Tempus having the option to pay cash for up to 50% of shares. Merck, holding ~13% of PSNL, has agreed to vote in favor. The deal is expected to close in late 2026 or early 2027, subject to stockholder approval, HSR clearance, and other conditions.
Key Financial Metrics
Key Facts
- Definitive merger agreement with Tempus AI: PSNL shareholders receive $16.25 per share in Tempus stock (exchange ratio variable with floor of 0.3356).
- Tempus may elect to pay cash for up to 50% of outstanding PSNL shares at $16.25 per share.
- Merck (~13% holder) entered into a voting agreement to support the deal.
- Mutual termination fee of approximately $76.8 million each way.
- PSNL has the right to terminate if Tempus stock price falls below $46.00 (Lower Floor Price).
- Closing conditions include stockholder approval, HSR clearance, S-4 effectiveness, and tax opinion.
Financial Impact
Consideration valued at $16.25 per share (~6% premium to prior close, 28% premium to 30-day VWAP per prior analysis); total enterprise value ~$1.5B.
Risk Factors
- Stockholder approval may fail (though Merck's 13% vote helps).
- Antitrust (HSR) clearance could be delayed or blocked.
- Tempus stock price decline below $46 could lead to PSNL termination.
- Integration risk and potential business disruption post-close.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001193125-26-309106 |
| Document: 0001193125-26-309106-index-headers.html | 0001193125-26-309106 |
| Document: 0001193125-26-309106-index.html | 0001193125-26-309106 |
| Document: 0001193125-26-309106.txt | 0001193125-26-309106 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Aug 9, 2026 7w ago | Institutional Cluster | $14.50 $16.60 | ▲ +14.48% | ▲ +15.40% | $16.28 (+12.28%) |
Jul 20, 2026 10w ago | 425 | $13.44 $13.91 | ▲ +3.50% | ▲ +0.94% | $16.28 (+21.13%) |
Jul 20, 2026 10w ago | 8-K | $13.44 $13.91 | ▲ +3.50% | ▲ +0.94% | $16.28 (+21.13%) |
Jul 20, 2026 10w ago | 425 | $13.34 $13.89 | ▲ +4.12% | ▲ +0.00% | $16.28 (+22.04%) |
Jul 20, 2026 10w ago | 8-K | $13.34 $13.89 | ▲ +4.12% | ▲ +0.00% | $16.28 (+22.04%) |
Jul 16, 2026 11w ago | Insider Cluster | $15.58 $14.42 | ▼ −7.45% | ▼ −11.06% | $16.28 (+4.49%) |
Jun 29, 2026 13w ago | 144 | $13.40 $11.98 | ▼ −10.60% | ▼ −9.57% | $16.28 (+21.49%) |
Jun 26, 2026 14w ago | 144 | $13.75 $11.78 | ▼ −14.33% | ▼ −14.05% | $16.28 (+18.40%) |
Jun 26, 2026 14w ago | 144 | $13.75 $11.78 | ▼ −14.33% | ▼ −14.05% | $16.28 (+18.40%) |
Jun 6, 2026 16w ago | Insider Cluster | $10.04 $14.34 | ▲ +42.83% | ▲ +41.20% | $16.28 (+62.15%) |
US Market Status
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