Monitor Personalis shareholder vote and HSR clearance timeline. The exchange ratio is sensitive to TEM's stock price — if TEM trades below $48.42, the ratio fixes at 0.3356, capping dilution. A drop below $46.00 gives Personalis a termination right, creating a floor for TEM stock during the pendency of the deal.
Price Chart
Executive Summary
Tempus AI (TEM) has entered into a definitive merger agreement to acquire Personalis, Inc. in a stock-for-stock transaction valued at an implied $16.25 per Personalis share, with Tempus retaining the option to pay cash for up to 50% of shares. The deal brings Personalis's molecular residual disease (MRD) technology into Tempus's AI-enabled precision oncology platform, targeting a $20B market opportunity. Closing is expected by April 2027, subject to Personalis shareholder approval, HSR clearance, and other customary conditions.
Key Financial Metrics
Key Facts
- Per-share consideration: $16.25 cash option or stock based on floating exchange ratio with floor at $48.42 TEM stock price
- Termination fee: ~$76.8M payable by either party under specified conditions
- Personalis has a termination right if TEM stock falls below $46.00
- Transaction structured as tax-free reorganization under Section 368(a) of the Code
- Expected closing by April 20, 2027, with automatic six-month extensions possible
Financial Impact
Transaction valued at approximately $1.5B enterprise value (net of Tempus's existing stake). Tempus will issue stock consideration with potential cash component up to 50% of shares.
Risk Factors
- Personalis shareholder approval not obtained
- Regulatory delays or antitrust conditions under HSR Act
- TEM stock price decline below $46.00 triggering Personalis termination right
- Integration risk combining MRD technology with Tempus platform
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001193125-26-309081 |
| Document: 0001193125-26-309081-index-headers.html | 0001193125-26-309081 |
| Document: 0001193125-26-309081-index.html | 0001193125-26-309081 |
| Document: 0001193125-26-309081.txt | 0001193125-26-309081 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 3, 2026 28d ago | Insider Cluster | $64.62 $62.21 | ▼ −3.73% | ▼ −2.52% | $76.03 (+17.65%) |
Sep 3, 2026 28d ago | Insider Cluster | $64.62 $62.21 | ▼ −3.73% | ▼ −2.52% | $76.03 (+17.65%) |
Sep 1, 2026 4w ago | Insider Cluster | $62.27 $61.28 | ▼ −1.59% | ▼ −1.67% | $76.03 (+22.09%) |
Aug 28, 2026 5w ago | Insider Cluster | $64.04 $64.62 | ▼ −0.91% | ▼ −0.80% | $76.03 (−18.71%) |
Aug 25, 2026 5w ago | 144 | $68.48 $61.94 | ▲ +9.55% | ▲ +9.43% | $76.03 (−11.02%) |
Aug 25, 2026 5w ago | Insider Cluster | $68.73 $62.27 | ▼ −9.40% | ▼ −8.86% | $76.03 (+10.61%) |
Aug 21, 2026 6w ago | Insider Cluster | $72.69 $64.04 | ▲ +11.90% | ▲ +12.37% | $76.03 (−4.59%) |
Aug 19, 2026 6w ago | 144 | $66.65 $70.69 | ▲ +6.06% | ▲ +4.95% | $76.03 (+14.07%) |
Aug 18, 2026 6w ago | Insider Cluster | $49.36 $68.73 | ▼ −39.24% | ▼ −39.44% | $76.03 (−54.02%) |
Aug 11, 2026 7w ago | Insider Cluster | $55.69 $49.36 | ▼ −11.37% | ▼ −10.96% | $76.03 (+36.51%) |
US Market Status
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