Personalis Sets Nov 30 Vote on $16.25/Share Tempus Takeover
PSNL has more than doubled off its 52-week low of $4.955.
Summary
Personalis filed the definitive proxy for its $16.25-per-share acquisition by Tempus AI, setting a November 30, 2026 shareholder vote. Terms are unchanged, but the filing details the exchange-ratio collar, a $46.00 Tempus walk-away trigger, and the roughly 27.1 million unaffiliated shares needed for approval.
Key Events · M&A and Partnerships · PSNL
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Special Meeting Set for November 30
Personalis shareholders of record on October 15, 2026 will vote on adopting the merger agreement at a virtual meeting on November 30, 2026, with 108,387,392 shares outstanding.
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Consideration Mechanics Fixed at $16.25
Each share converts into 0.3356 Tempus Class A shares if Tempus's VWAP is at or below $48.42, or $16.25 divided by that VWAP if above; Tempus may elect to pay up to 50% in cash at $16.25 per share.
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Personalis Can Walk Away Below $46.00
Personalis holds a termination right if the Tempus Stock Price is below $46.00 at closing, exercisable only after the exchange ratio is final; the filing notes Tempus has traded below that level several times since announcement.
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Roughly 27.1M Unaffiliated Shares Needed
Merck (~13%, bound by a voting agreement) and Tempus (~12%) both vote in favor, so about 27,109,687 of the remaining shares must be voted yes to reach a majority of all outstanding shares.
Analysis · PSNL · Industrial Applications And Services
Shareholders now have a date for their say on the $16.25-per-share Tempus acquisition: November 30, 2026, per this definitive proxy. Economics remain as announced on July 20, but the document locks in the mechanics that determine what holders actually receive—a fixed 0.3356 exchange ratio if Tempus trades at or below $48.42, a $16.25 value if above, and a Tempus option to pay up to half the consideration in cash. The most consequential new detail is the walk-away right: Personalis can terminate if Tempus's 15-day VWAP falls below $46.00, and the filing notes Tempus has already traded below that level several times since the deal was signed. With Merck (about 13%) contractually voting yes and Tempus (about 12%) voting its own stake, roughly 27.1 million other shares must be voted in favor to clear the majority-of-outstanding threshold, so turnout among unaffiliated holders is what decides the outcome.
How filings like this one have moved
In the 30 days to Oct 21, 2026, 28.9% of the 1511 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.54%. 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 $15.72 on NASDAQ in the Industrial Applications And Services sector, with a market capitalization of approximately $1.7B. The 52-week trading range was $4.96 to $18.89. This filing was assessed with neutral market sentiment and an importance score of 7 out of 10.