Monitor PSNL stockholder vote and regulatory filings (HSR, Form S-4). The stock will likely trade near the implied deal value, which depends on Tempus's stock price. Key risk is deal failure or extended timeline. Watch for any competing bids or shareholder litigation.
Price Chart
Executive Summary
Personalis (PSNL) entered into a definitive merger agreement with Tempus AI (TEM) on July 20, 2026. PSNL shareholders will receive Tempus Class A common stock based on a variable exchange ratio (floor of 0.3356 if TEM ≤ $48.42, otherwise $16.25 / TEM VWAP), with Tempus having the option to pay cash for up to 50% of shares at $16.25 per share. The deal, structured as a tax-free reorganization, requires PSNL stockholder approval, HSR clearance, and other customary conditions, with a termination fee of ~$76.8 million each way. Merck, holding ~13% of PSNL, has agreed to vote in favor via a voting agreement.
Key Financial Metrics
Key Facts
- Merger consideration: Tempus Class A common stock with exchange ratio = 0.3356 if TEM ≤ $48.42, else $16.25 / TEM VWAP; Tempus may elect cash for up to 50% of shares at $16.25/share
- Merck Sharp & Dohme LLC, holding ~13% of PSNL, entered into a voting agreement to support the deal
- Termination fee of approximately $76.8 million payable by either party under specified circumstances
- Conditions include PSNL stockholder approval, HSR waiting period expiration, effectiveness of Form S-4, and tax opinion
- Outside Date initially April 20, 2027, with automatic six-month extensions up to April 20, 2028
- PSNL board unanimously approved and recommends adoption; received fairness opinions from Centerview Partners and TD Cowen
Financial Impact
Per-share consideration of $16.25 in cash (if elected) or Tempus stock with a floor of 0.3356x; total equity value implied by shares outstanding (~106.8M) is approximately $1.7B at the cash election price, but actual value is variable based on Tempus stock price
Risk Factors
- Failure to obtain PSNL stockholder approval (majority of outstanding shares required)
- Regulatory delays or antitrust challenges under HSR Act
- Tempus stock price decline reducing the value of stock consideration
- Termination by either party under specified conditions, triggering break fees
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-309101 |
| Document: d64399d8k.htm | 0001193125-26-309101 |
| Document: d64399dex101.htm | 0001193125-26-309101 |
| Document: 0001193125-26-309101-index-headers.html | 0001193125-26-309101 |
| Document: 0001193125-26-309101-index.html | 0001193125-26-309101 |
| Document: 0001193125-26-309101.txt | 0001193125-26-309101 |
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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