Personalis to be Acquired by Tempus AI for $1.9 Billion
Cooley advised Personalis, a company transforming the active management of cancer through breakthrough personalized testing, on its agreement to be acquired by Tempus AI, a technology company leading the adoption of AI to advance precision medicine and patient care, based on an equity value for Personalis of $1.9 billion. 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. 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.
The transaction was announced publicly in the following press release, which can be viewed here.
Bill Roegge, Laura Berezin, Sangitha Palaniappa, Kyle Hess, Asa Henin, and Allison Peth led the Cooley team advising Personalis.
Norm Armstrong, Megan Browdie, Barbara Mirza, Stephanie Gentile, Charity Williams, David Burns, Simon Trisk, Hanna Ali, Joe Perry, Harrison Platt, Jenna Ventorino, Sofia Chadwick, Matt Choy, Natalie Vernon, Justin Kisner, Jared Abes, Alexander Ellebracht, Alexandra Leavy, and Dillon Jones provided invaluable support.
Cooley has served as Personalis’ primary corporate and transactional counsel for approximately 15 years. During that time, the firm has advised the company on a variety of matters, including its commercial collaboration with Tempus AI, including an equity investment by Tempus into Personalis (2023), and the company’s initial public offering (2019).
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