Deals

Personalis Holders Vote November 30 On Tempus Deal; Tempus Stock At $64.34 Versus $52.47 Pre-Announcement

Amendment No. 2 to Tempus's merger filing sets the vote, gives new share counts and shows the antitrust waiting period has expired.

Matteo Parrino Jonathan Ponciano

Matteo Parrino, Jonathan Ponciano

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Personalis Holders Vote November 30 On Tempus Deal; Tempus Stock At $64.34 Versus $52.47 Pre-Announcement

Personalis stockholders will vote on Tempus AI's pending purchase on November 30, according to Amendment No. 2 to Tempus's S-4 registration statement, filed Tuesday. The filing says Tempus Class A shares closed at $64.34 on October 19, versus $52.47 on July 17, the last trading day before the deal was announced.

What the amended filing says

The virtual special meeting starts at 9:00 a.m. Pacific on November 30. The record date is October 15, when 108,387,392 Personalis shares were outstanding and entitled to vote.

Personalis holders get $16.25 per share in Tempus stock. The exchange ratio is fixed at 0.3356 if Tempus's 15-day average price at closing is $48.42 or lower. Above that floor, the ratio is $16.25 divided by the Tempus price.

Tempus can instead choose to pay cash for up to 50% of Personalis shares, until the third business day before closing. If it does, holders get $16.25 in cash per share on that portion.

If no cash is elected and the ratio is at its 0.3356 maximum, Tempus expects to issue about 38,874,419 shares, leaving Personalis holders with up to roughly 18% of Tempus Class A stock.

The filing also says Tempus shares have closed below $46.00 on several occasions since the announcement. Personalis may walk away if the final Tempus price at closing is under that level.

Votes and approvals

Approval requires a majority of all outstanding Personalis shares. Merck, with about 13% of voting power, is bound by a voting agreement to vote yes. Tempus, with about 12%, has also agreed to vote in favor.

If every share is present, the filing says 27,109,687 shares held by others must vote yes. Tempus stockholders do not vote on the deal.

The Hart-Scott-Rodino antitrust waiting period expired without issue at 11:59 p.m. Eastern on October 2. Tempus had withdrawn its notification on August 31 and re-filed on September 2. The UK Competition and Markets Authority told the parties on August 13 that it had no further questions at this stage.

What to watch

A cash election would add to Tempus's debt. As of June 30, 2026, the filing puts its total long-term indebtedness at $1.4 billion, and says it could grow if new borrowing funds a cash election.

The filing expects closing in late 2026 or early 2027.

Personalis stockholders vote on November 30, and the final exchange ratio will not be known when they do.

Sources

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