Personalis, Inc. (Nasdaq: PSNL), a leader in advanced genomics for precision oncology, announced that it has entered into a definitive agreement to be acquired by Tempus AI, Inc. (NASDAQ: TEM), a technology company leading the adoption of AI to advance precision medicine and patient care. The acquisition will expand Tempus capabilities in minimal residual disease (MRD) and enhance its ability to support patients from diagnosis and treatment selection, to recurrence and monitoring.

Under the terms of the agreement, Personalis shareholders will receive consideration of $16.25 per share of common stock, representing a total enterprise value of $1.5 billion, net of Tempus’ existing ownership interest.

The complementary acquisition builds on the companies’ existing partnership, established in November 2023, through which Tempus invested in Personalis and commercializes the company’s NeXT Personal® MRD test. It brings together Tempus’ multimodal data platform, AI capabilities and precision oncology portfolio with Personalis’ industry-leading tumor-informed MRD technology to expand access to longitudinal monitoring, create new opportunities to advance biomarker discovery and enhance personalized cancer care.

"MRD is a large and rapidly growing market with the potential to truly transform how cancer patients are monitored, helping clinicians make faster and more informed decisions when cancer recurs,” said Eric Lefkofsky, CEO of Tempus. “Through our existing collaboration with Personalis, we have already demonstrated the strength of combining highly sensitive MRD technology with our commercial infrastructure. With clinical adoption and reimbursement momentum building, we are collectively well positioned to capture this opportunity, which makes this acquisition particularly exciting."

With approximately 2.1 million new cancer diagnoses expected in the U.S. this year¹ and more people living longer after a cancer diagnosis, the need for long-term monitoring is critical and continues to grow. Personalis’ ultrasensitive MRD tests are uniquely positioned to support this essential need. NeXT Personal has industry-leading sensitivity for detecting small traces of circulating tumor DNA, enabling tracking of cancer treatment response, detection of residual cancer and early detection of recurrence. With Medicare coverage in three indications and additional coverage anticipated, Personalis continues to demonstrate leadership in monitoring treatment response and cancer recurrence.

“We believe this transaction represents an exciting next chapter for Personalis,” said Chris Hall, CEO of Personalis. “Combining with Tempus gives us the scale, complementary capabilities and resources to accelerate innovation and deliver even greater value to patients, clinicians and biopharma partners. After conducting an exhaustive process, we are confident Tempus’ offer provides the most value to our shareholders and the fastest path to bringing Personalis’ industry-leading tests to patients suffering from cancer.”

Transaction Terms

Under the terms of the agreement Tempus will acquire all outstanding shares of Personalis not already owned by Tempus at a price of $16.25 per common share, representing a 6% premium to Friday’s closing price and a 28% premium to unaffected 30-day VWAP. Consideration will be structured as a 100% stock transaction with Tempus having the option to elect payment in cash at Tempus’ discretion, capped at 50% of the consideration paid. Personalis shareholders will receive a floating exchange ratio of Tempus AI common stock for each share of Personalis common stock they own at closing, subject to a maximum exchange ratio of 0.3356, which shall be finalized closer to the closing of the transaction. Cash consideration will be financed with cash on hand and borrowings under the Company’s then existing credit facilities.

The closing is expected in late 2026 or early 2027, and is subject to Personalis’ shareholder approval, as well as receipt of applicable regulatory approvals and other customary closing conditions. The transaction was approved by both companies’ board of directors.

Personalis delivered preliminary revenue in Q2 of $22.4 million. In the quarter, they delivered 10,384 clinical tests, representing a 33% increase in test volumes quarter over quarter.