The vote is virtually assured given Merck (13%) and Tempus (12%) committed to vote in favor, leaving only ~27 million additional shares needed from other holders to reach the majority-of-outstanding-shares threshold. The key uncertainty is the Tempus stock price at closing — if TEM trades below $46.00, PSNL has a termination right but is not obligated to exercise it. Monitor TEM price action and any Tempus Cash Election decision for the final consideration mix.
Price Chart
Executive Summary
Personalis (PSNL) filed a definitive proxy statement (DEFM14A) for its special stockholder meeting on November 30, 2026, to vote on the proposed acquisition by Tempus AI (TEM). Under the deal, each PSNL share will be exchanged for 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 PSNL board unanimously recommends approval, and Merck (~13% holder) and Tempus (~12% holder) have agreed to vote in favor, providing a strong path to the required majority-of-outstanding-shares threshold.
Key Financial Metrics
Key Facts
- Personalis special meeting scheduled for November 30, 2026, to vote on the merger with Tempus AI.
- Each PSNL share converts to Tempus Class A common stock at a variable exchange ratio (floor 0.3356 if TEM ≤ $48.42, otherwise $16.25 / TEM VWAP).
- Tempus may elect to pay cash for up to 50% of PSNL shares at $16.25 per share, applied pro rata across all holders.
- PSNL board unanimously recommends approval; Merck (~13% holder) and Tempus (~12% holder) have agreed to vote in favor via voting agreements.
- HSR waiting period expired on October 2, 2026; CMA confirmed no further questions on August 13, 2026.
- Termination fee of approximately $76.8 million payable by either party under specified conditions.
- Appraisal rights available under DGCL for PSNL stockholders who do not vote in favor and comply with statutory requirements.
- Personalis has the right to terminate if Tempus stock price falls below $46.00 per share at closing.
Financial Impact
Merger consideration valued at $16.25 per PSNL share implied when TEM > $48.42; at floor of 0.3356 TEM shares per PSNL share, implied value is $16.25 per PSNL share. Tempus may pay cash for up to 50% of shares at $16.25 each, with aggregate cash consideration up to $762.4 million at 50% election. Reverse termination fee of $76.8 million payable by Tempus if regulatory impediment under HSR Act attributable to Tempus breach.
Risk Factors
- Tempus stock price volatility could result in PSNL stockholders receive less value than implied at the time of the vote.
- If Tempus stock price falls below $46.00 per share, PSNL may terminate the merger, but the board may choose not to exercise this right.
- Integration risks post-closing, including potential loss of key personnel and customer disruption.
- Combined company will have substantial debt (~$1.4 billion in Tempus debt as of June 30, 2026).
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFM14A Filing (Primary) | 0001193125-26-427872 |
| Document: d141436ddefm14a.htm | 0001193125-26-427872 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 21, 2026 4d ago | DEFM14A | $15.82 | awaiting T+20 | — | $15.81 (−0.06%) |
Oct 20, 2026 5d ago | 425 | $15.90 | awaiting T+20 | — | $15.81 (−0.57%) |
Oct 20, 2026 5d ago | 425 | $15.90 | awaiting T+20 | — | $15.81 (−0.57%) |
Oct 20, 2026 5d ago | SC 13E-3/A | $15.90 | awaiting T+20 | — | $15.81 (−0.57%) |
Oct 6, 2026 19d ago | 425 | $16.00 | awaiting T+20 | — | $15.81 (−1.19%) |
Oct 6, 2026 19d ago | 8-K | $16.00 | awaiting T+20 | — | $15.81 (−1.19%) |
Oct 2, 2026 23d ago | SC 13E-3/A | $16.40 | awaiting T+20 | — | $15.81 (−3.60%) |
Sep 22, 2026 4w ago | Insider Cluster | $16.35 $15.90 | ▲ +2.75% | ▲ +3.44% | $15.81 (+3.30%) |
Aug 9, 2026 11w ago | Institutional Cluster | $14.50 $16.60 | ▲ +14.48% | ▲ +15.40% | $15.81 (+9.03%) |
Jul 20, 2026 13w ago | 425 | $13.44 $13.91 | ▲ +3.50% | ▲ +0.94% | $15.81 (+17.63%) |
US Market Status
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