Personalis Enters Merger Agreement with Tempus AI for $16.25 Per Share Consideration

Personalis, Inc. has entered into a definitive merger agreement with Tempus AI, Inc. on July 20, 2026. Under the agreement, Tempus will acquire Personalis through a two-step merger transaction. Personalis shareholders will receive consideration consisting of Tempus Class A common stock with a floor price of $48.42, resulting in an exchange ratio of 0.3356, or cash consideration of $16.25 per share for up to 50% of shares at Tempus's election. The transaction values Personalis at approximately $16.25 per share. Merck Sharp & Dohme LLC, holding approximately 13% of Personalis shares, has entered into a voting agreement to support the transaction. The merger is subject to customary closing conditions including shareholder approval, regulatory clearances, and Nasdaq listing approval. The agreement includes termination fees of approximately $76.8 million payable under certain circumstances. The parties intend for the transaction to qualify as a tax-free reorganization.