Tempus AI to acquire Ambry Genetics for $375M cash plus ~4.84M shares

Tempus AI, Inc.

Acquisition of Ambry Genetics (genetic testing) for $375M cash + 4,843,136 TEM shares valued at ~$46.46/share avg VWAP.
Debt financing from Ares: $200M term loan + $100M revolving credit facility to fund cash consideration and fees.
Expected close in Q1 2025 subject to HSR clearance and other customary conditions.
Seller (Konica Minolta's REALM IDx) provides limited indemnity; Tempus obtained buyside R&W insurance policy.
Lock-up on 2,152,505 shares of stock consideration for one year; registration rights granted for stock consideration.

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