Tempus AI, Inc. (TEM) has entered into a definitive merger agreement to acquire Personalis, Inc. in a stock and potential cash transaction. The deal values Personalis at $16.25 per share, subject to a collar mechanism based on Tempus's stock price. The acquisition is structured as a tax-free reorganization and is subject to customary closing conditions, including Personalis shareholder and regulatory approvals.
Key Details
- Transaction Terms: Personalis stockholders will receive Tempus Class A common stock based on an exchange ratio. The ratio is fixed at 0.3356 if Tempus's stock price is at or below a floor of $48.42. If above the floor, the ratio will deliver $16.25 in value per share.
- Cash Election: Tempus has the option to pay up to 50% of the aggregate consideration in cash at a price of $16.25 per share.
- Termination Fee: The agreement includes a reciprocal termination fee of approximately $76.8 million, payable by either party to the other under specified circumstances.
- Approvals: The transaction has been approved by the boards of directors of both Tempus and Personalis. It remains subject to the approval of Personalis stockholders and the expiration or termination of the waiting period under the HSR Act.