Tempus AI to Acquire Personalis in $1.5B All-Stock Deal, Integrating Leading MRD Test
TEM sits 16% above its 52-week low of $41.73.
Summary
Tempus AI agreed to acquire Personalis for $1.5 billion in stock, integrating its leading MRD test into Tempus's AI-enabled diagnostics platform. The deal includes a floating exchange ratio with downside protection for Personalis shareholders and mutual $76.8M termination fees.
Key Events · M&A and Partnerships · TEM
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$1.5B All-Stock Acquisition of Personalis
Tempus AI will acquire Personalis in an all-stock deal valued at $1.5 billion, or $16.25 per Personalis share, integrating its leading MRD test into Tempus's AI-enabled diagnostics platform.
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Floating Exchange Ratio with Downside Protection
If Tempus's stock price is ≤ $48.42, the exchange ratio is fixed at 0.3356; if above, it equals $16.25 divided by the Tempus stock price. Personalis can terminate if Tempus falls below $46.00.
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Mutual $76.8M Termination Fees
Both parties face $76.8 million termination fees under certain circumstances, including if Personalis accepts a superior proposal or if regulatory conditions fail due to Tempus's breach.
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Expected Closing by April 2027
The deal is expected to close by April 20, 2027, with automatic extensions to October 2027 and April 2028 if regulatory conditions are the only outstanding items.
Analysis · TEM · Technology
In a move that reshapes the precision oncology landscape, Tempus AI is acquiring cancer testing firm Personalis for $1.5 billion in an all-stock transaction, paying $16.25 per Personalis share. The deal brings Personalis's leading minimal residual disease (MRD) test into Tempus's AI-enabled diagnostics platform, creating a combined entity with enhanced oncology capabilities. The merger agreement includes a floating exchange ratio that protects Personalis shareholders if Tempus's stock falls below $48.42, and gives Personalis a termination right if Tempus drops below $46.00. Both sides face $76.8 million termination fees. The transaction is expected to close by April 2027, subject to regulatory approvals and Personalis shareholder vote. This is a transformative acquisition that significantly expands Tempus's product portfolio and competitive position in precision medicine.
At the time of this filing, TEM was trading at $48.57 on NASDAQ in the Technology sector, with a market capitalization of approximately $8.7B. The 52-week trading range was $41.73 to $104.32. This filing was assessed with positive market sentiment and an importance score of 9 out of 10.