Tempus AI has entered into a definitive agreement to acquire Personalis in a transaction representing an enterprise value of approximately $1.5 billion, excluding Tempus’ existing ownership interest. The acquisition will expand Tempus’ molecular residual disease capabilities and strengthen its AI-enabled precision oncology platform.
Personalis shareholders will receive $16.25 per common share. The purchase price represents a 6% premium to Personalis’ closing share price before the announcement and a 28% premium to its unaffected 30-day volume-weighted average price.
The consideration is structured primarily as a stock transaction, although Tempus may elect to pay up to 50% of the total consideration in cash. Personalis shareholders will receive a floating exchange ratio of Tempus Class A common stock, subject to a maximum exchange ratio of 0.3356.
Any cash consideration will be funded through Tempus’ available cash and borrowings under its existing credit facilities. The transaction has been approved by both companies’ boards of directors.
The acquisition is expected to close in late 2026 or early 2027. Completion remains subject to Personalis shareholder approval, regulatory clearances and other customary closing conditions.
Tempus and Personalis established a partnership in November 2023, when Tempus invested in Personalis and began commercializing the company’s NeXT Personal molecular residual disease test. The acquisition will bring Personalis’ technology, employees and operations more directly into Tempus’ broader oncology platform.
Molecular residual disease, commonly called MRD, refers to small amounts of cancer that may remain in a patient’s body during or after treatment. Blood-based MRD tests can detect traces of circulating tumor DNA that may indicate residual disease, treatment response or an increased risk of recurrence.
Personalis’ NeXT Personal test is designed to detect small traces of tumor DNA and provide personalized cancer monitoring. The technology can support the evaluation of treatment response, detection of remaining cancer and identification of recurrence at an earlier stage.
Tempus expects to combine the test with its clinical and molecular data, AI capabilities and commercial infrastructure. The company believes this combination can expand access to longitudinal cancer monitoring while supporting biomarker discovery and the development of personalized treatments.
The transaction also expands Tempus’ capabilities across more stages of cancer care. Its platform will be positioned to support patients from diagnosis and treatment selection through post-treatment monitoring and potential recurrence.
Tempus described MRD as a rapidly developing market representing an estimated $20 billion opportunity. Demand for monitoring is expected to grow as more cancer patients live longer after diagnosis and require continued testing over extended periods.
Personalis has secured Medicare coverage for NeXT Personal across three indications and expects to pursue additional reimbursement. Broader insurance coverage could make the test available to more patients and support increased clinical adoption.
Personalis reported preliminary second-quarter revenue of $22.4 million. The company delivered 10,384 clinical tests during the quarter, representing a 33% increase from the previous quarter.
Tempus believes its commercial scale can accelerate the adoption of Personalis’ testing portfolio among healthcare providers and biopharmaceutical companies. Personalis is expected to gain access to additional data, capital and distribution capabilities through the combination.
The transaction also creates opportunities to connect MRD testing results with Tempus’ larger library of multimodal healthcare data. This could help researchers study cancer progression, treatment effectiveness and biological signals associated with recurrence.
The companies cautioned that the expected closing schedule and strategic benefits remain subject to shareholder and regulatory approvals, successful integration and other risks. The agreement also includes provisions tied to the market price of Tempus’ shares before completion.
KEY QUOTES:
“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.”
“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.”
Eric Lefkofsky, CEO of Tempus
“We believe this transaction represents an exciting next chapter for 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.”
Chris Hall, CEO of Personalis
