Tempus AI to acquire Personalis for $16.25/share; stock/cash mix; exchange ratio tied to TEM price

Tempus AI, Inc.

Per share consideration: $16.25 cash or stock based on exchange ratio; Tempus may elect cash for up to 50% of shares.
Exchange ratio fixed at 0.3356 if TEM stock price ≤ $48.42; otherwise $16.25 / TEM 15-day VWAP.
Termination fee ~$76.8M payable by Personalis in certain circumstances; reverse termination fee same amount payable by Tempus.
Conditions: Personalis stockholder approval, HSR clearance, Nasdaq listing, tax opinion, no material adverse effect.
Personalis in-the-money options and RSUs converted to Tempus stock; out-of-the-money options cancelled.

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