Personalis Tells Holders To Back Tempus Deal Worth $16.25 A Share In Stock, Citing 28% And 64% Premiums
The board unanimously backs the sale and warns that going alone means dilutive financing; holders vote November 30.
Personalis, which provides cancer genomic testing, is pressing its stockholders to approve its sale to Tempus AI, pitching a 28% premium to the unaffected 30-day volume-weighted average price and a 64% premium to the unaffected 90-day average, according to a Rule 425 merger communication filed Friday. The vote is at a special meeting on Monday, November 30, at 12:00pm ET.
How the Tempus offer works
Tempus is offering $16.25 a share in its Class A common stock. It can elect to pay up to 50% of the consideration in cash.
A collar sets the exchange ratio. If the Tempus stock price is above $48.42, the ratio is $16.25 divided by that price; at or below $48.42, it is fixed at 0.3356. The Tempus stock price is the volume-weighted average Nasdaq price over the 15 trading days before, but not including, the last trading day before closing, absent certain circumstances in the merger agreement.
The filing says holders also get the chance to share in expected value creation from the combination through the stock portion.
The board's case against going alone
The board unanimously recommends a vote "FOR" the merger and related proposals. It says it engaged with other potential buyers and negotiated at length with Tempus to improve the offer.
The filing warns of significant risk in executing a standalone strategy, including competition from established, well-funded incumbents. Personalis would need to raise substantial financing that would dilute stockholders, it says.
It also quotes BTIG saying that under Tempus, Personalis gains commercial infrastructure and scale to pursue what BTIG estimates is a "~$30B+ U.S. MRD market opportunity." The filing notes permission to use the quote was neither sought nor obtained.
The company and the scrutiny
Personalis provides cancer genomic testing. Physicians use its tests to detect residual or recurrent cancer and to monitor treatment response, and drugmakers use them for research and trials. Moderna accounted for 22% of its 2025 revenue, according to its annual report. Its market value was about $1.7 billion as of Friday's report.
The registration statement on Form S-4 was declared effective October 21, and the proxy statement/prospectus was mailed to holders on or about that date.
Law firms have opened investigations. Bleichmar Fonti & Auld says it is examining whether the terms comply with Delaware law and whether Tempus' prior relationship with Personalis led to fiduciary breaches. The firm says Tempus held 12.5% of Personalis stock as of March 2026 and has had a commercial relationship with it since November 2023. Halper Sadeh also says it is investigating the sale.
Stockholders vote at the special meeting on Monday, November 30, at 12:00pm ET.
Sources
- 425 — Personalis, Inc. re: Personalis, Inc. (PSNL) — SEC EDGAR
- $PSNL Stock Market Alert: Personalis’ $16.25 per Share — globenewswire.com
- PSNL Investigation Reminder: Personalis’ $16.25 per Share — globenewswire.com
- Are PAG, BRBS, PSNL Obtaining Fair Deals for their Shareholders? — prnewswire.com
- PSNL Investor Investigation: Personalis Shareholders Are Alerted to the Pending Investigation into the $16.25 per Share Merger — prnewswire.com
- Are BWMN, PAG, CCC, PSNL Obtaining Fair Deals for their Shareholders? — prnewswire.com
