MergerJul 20, 2026, 05:31 PM
Personalis to Merge with Tempus AI
AI Summary
Personalis, Inc. has entered into a definitive Agreement and Plan of Merger with Tempus AI, Inc. on July 20, 2026. Under the agreement, Personalis will become a wholly-owned subsidiary of Tempus AI through a two-step merger process. Personalis stockholders will receive shares of Tempus AI Class A Common Stock, with Tempus AI having the option to elect cash for up to 50% of the aggregate outstanding shares at $16.25 per share. The boards of both companies have approved the transaction, and a major stockholder, Merck Sharp & Dohme LLC, has agreed to vote in favor of the merger.
Key Highlights
- Personalis, Inc. entered into a Merger Agreement with Tempus AI, Inc. on July 20, 2026.
- Personalis will merge into a wholly-owned subsidiary of Tempus AI.
- Each Personalis common stock share will convert into Tempus AI Class A Common Stock (Stock Consideration).
- Tempus AI may elect to pay cash for up to 50% of shares at $16.25 per share (Cash Consideration).
- The exchange ratio is fixed at 0.3356 if Tempus AI stock price is less than or equal to $48.42.
- If Tempus AI stock price is greater than $48.42, the exchange ratio is $16.25 divided by the Tempus AI stock price.
- The transaction is intended to qualify as a reorganization under Section 368(a) of the Code.
- Merck Sharp & Dohme LLC, holding 14,044,943 shares, entered into a voting agreement to support the merger.
Price Impact
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