Personalis, Inc. Announces Merger Agreement to be Acquired by Tempus AI

What Happened
Personalis, Inc. announced on July 20, 2026 that it entered into an Agreement and Plan of Merger with Tempus AI, Inc. (Parent) and two Tempus merger subsidiaries to combine the companies in a two-step merger, with Personalis becoming a wholly‑owned subsidiary of Tempus. The parties intend the transaction to qualify as a tax‑free reorganization under Section 368(a). Consideration to Personalis shareholders will be shares of Tempus Class A common stock determined by an exchange ratio, with Tempus able to elect to pay cash for up to 50% of the aggregate outstanding Personalis shares (cash component: $16.25 per share for the portion elected for cash). The merger agreement was approved by both companies’ boards; Merck Sharp & Dohme LLC (holding ~13% of voting power) entered a voting agreement committing its shares to vote in favor of the merger.

Key Details

• Deal terms: Cash consideration of $16.25 per share applies only to the portion of shares in respect of which Tempus elects cash (up to 50%); remaining consideration is Tempus Class A common stock to be listed on Nasdaq.
• Exchange ratio: If Tempus’s VWAP (15 trading days) is ≤ $48.42, the ratio is fixed at 0.3356 Tempus shares per Personalis share; if > $48.42, the ratio = $16.25 ÷ Parent Stock Price.
• Closing conditions: Required items include Personalis shareholder approval (majority), Nasdaq listing approval for Tempus shares, effectiveness of a Tempus Form S‑4 registration statement, HSR and other regulatory clearances, and a tax opinion that the transaction qualifies as a reorganization. Outside Date: April 20, 2027 (with automatic six‑month extensions available).
• Deal protections and support: Company termination fee ≈ $76.8 million payable to Tempus in specified circumstances; Tempus must pay a reverse termination fee of similar size under certain regulatory or timing failures; Merck (~13% holder) agreed to vote for the merger.

Why It Matters
For Personalis shareholders, the transaction would transfer ownership to Tempus and provide either publicly‑traded Tempus stock or cash (if Tempus elects) in exchange for Personalis shares; the exact amount of Tempus stock received depends on Tempus’s share price shortly before closing. The deal requires shareholder and regulatory approvals and contains significant termination fees and customary no‑shop and matching provisions. Employee equity awards are addressed in the agreement (in‑the‑money options are converted or assumed, out‑of‑the‑money options are cancelled, and RSU/PSU awards are either accelerated or converted), so employees and investors should review the forthcoming Form S‑4 and proxy materials for full details before voting or making investment decisions.