Personalis Files Schedule 13E-3: Tempus Merger Terms Finalized with $16.25 Floor Price and Cash Election Option
PSNL has more than doubled off its 52-week low of $4.652.
Summary
Personalis filed its Schedule 13E-3 detailing the merger terms with Tempus AI: a $1.85 billion transaction with a $16.25 per share floor price, exchange ratio mechanics, and a cash election option for up to 50% of consideration.
Key Events · M&A and Partnerships · PSNL
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Merger Terms Finalized
Exchange ratio set at 0.3356 Tempus shares per Personalis share if Tempus stock price is ≤ $48.42, or $16.25 divided by Tempus stock price if above. Tempus may elect to pay cash for up to 50% of consideration.
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Transaction Valuation
Filing fee table values the transaction at $1,849,298,539.70 based on 109,296,604 shares at $16.92 per share (average of high and low on August 28, 2026).
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Merck Voting Agreement
Merck, holding approximately 13% voting power, agreed to vote all its Personalis shares in favor of the merger and against competing proposals.
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S-4 Registration Filed
Tempus concurrently filed a Form S-4 registration statement containing the preliminary proxy statement/prospectus for the Personalis special meeting.
Analysis · PSNL · Industrial Applications And Services
This Schedule 13E-3 formalizes the going-private transaction mechanics for the Tempus AI acquisition of Personalis. The filing quantifies the deal at $1.85 billion and reveals the exchange ratio structure: Personalis shareholders receive 0.3356 Tempus shares if Tempus trades at or below $48.42, or $16.25 worth of Tempus stock if above. Tempus can elect to pay cash for up to 50% of the consideration. Merck, holding 13% voting power, has agreed to vote in favor. The deal remains subject to shareholder approval and closing conditions.
How filings like this one have moved
In the 30 days to Sep 13, 2026, 35.6% of the 1268 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.38%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, PSNL was trading at $16.70 on NASDAQ in the Industrial Applications And Services sector, with a market capitalization of approximately $1.8B. The 52-week trading range was $4.65 to $18.89. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.