Personalis Holders Vote November 30 On Tempus Deal, Which Carries A $48.42 Floor And A $46.00 Walk-Away
The definitive proxy sets a virtual meeting, a fixed exchange ratio below $48.42 and a termination right for Personalis below $46.00.
Personalis stockholders will vote on November 30 at 9:00 a.m. Pacific Time on Tempus AI's pending merger offer, according to a definitive proxy statement dated October 21. The board unanimously recommends approval, and holders of record at the close of business on October 15 are eligible to vote.
How the payout works
Each Personalis share converts into Tempus Class A stock. If Tempus' 15-day volume-weighted average price exceeds $48.42, the ratio is set so the stock is worth $16.25. At or below $48.42, holders get a fixed 0.3356 Tempus shares.
Tempus may also elect, up to three business days before closing, to pay $16.25 in cash for up to 50% of Personalis shares. The proxy says holders may not know the final mix or the exchange ratio when they vote.
The filing's illustrative tables use a Tempus price of $85.01 on September 25, a price of $62.27 on September 1, and the $48.42 floor. It also says Tempus stock has ranged from $22.89 to $104.32 since its June 2024 IPO, and closed at $64.34 on October 19.
The vote and the walk-away
Adopting the deal needs a majority of the 108,387,392 shares outstanding on the record date. Merck, with about 13% of voting power, signed a voting agreement to back it, and Tempus holds about 12%. The filing says 27,109,687 shares held by other stockholders must vote yes, assuming full turnout.
Personalis may terminate if the Tempus stock price at closing is below $46.00. The proxy says that right would arise only after the ratio is fixed, probably after the vote, and the board need not use it or seek another vote.
A $76,806,179 fee applies in each direction in specified cases. Personalis owes it to Tempus after a change in board recommendation, for example. Tempus owes it if antitrust problems blocking the deal are primarily its doing.
Deal timeline and the rival bid
The merger agreement is dated July 20, 2026. The antitrust waiting period expired on October 2, and the UK competition authority said on August 13 it had no further questions at that stage.
The filing's background section says a competing stock bid from an unnamed rival, Party A, reached $17.00 per share. According to a law-firm notice, the board judged Tempus' lower $16.25 price superior on a risk-adjusted basis.
Registration to attend the virtual meeting closes at 11:59 p.m. Eastern Time on November 29.
Sources
- DEFM14A — Personalis, Inc. re: Personalis, Inc. (PSNL) — SEC EDGAR
- Personalis NeXT Personal® Data Showcasing Ultrasensitive MRD to be Presented at ESMO 2026 – Company Announcement - FT.com — Financial Times
- Personalis (PSNL) Stock Looks Richly Valued As Shares Surge 14x In 3 Years — Yahoo Finance
- Personalis Brings Resistance Mutation Tracking to NeXT Personal® MRD Test – Company Announcement - FT.com — Financial Times
- PSNL Stock Notification: Personalis, Inc. is being Investigated after the $16.25 per share Merger Deal Announced – Investors are Alerted to Contact BFA Law — businesswire.com
