FREMONT, Calif. — Tempus AI has agreed to acquire Personalis in a transaction valued at $1.5 billion, expanding its capabilities in molecular residual disease testing and cancer monitoring.
Under the definitive agreement, Personalis shareholders will receive $16.25 per share, excluding shares already owned by Tempus. The companies expect the transaction to close in late 2026 or early 2027, subject to Personalis shareholder approval, regulatory clearances and other customary conditions.
The acquisition will combine Personalis’ tumor-informed molecular residual disease technology with Tempus’ artificial intelligence capabilities, multimodal data platform, commercial infrastructure and precision oncology portfolio.
Molecular residual disease, or MRD, testing is used to detect small amounts of cancer that may remain after treatment and to monitor patients for treatment response or recurrence.
Tempus said the transaction will expand its ability to support cancer patients across the care continuum, from diagnosis and treatment selection through recurrence detection and long-term monitoring. The companies described MRD as an emerging market opportunity valued at about $20 billion.
The deal builds on a partnership established in November 2023, when Tempus invested in Personalis and began commercializing its NeXT Personal MRD test.
“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.”
Personalis’ NeXT Personal test is designed to detect small traces of circulating tumor DNA in the blood. The test can be used to track a patient’s response to cancer treatment, identify residual disease and potentially detect recurrence earlier.
The company said NeXT Personal has Medicare coverage in three indications, with additional coverage decisions anticipated.
Personalis said the demand for long-term cancer monitoring is increasing as the number of new cancer diagnoses rises and more patients live longer following diagnosis and treatment. About 2.1 million new cancer cases are expected to be diagnosed in the United States this year, according to the company.
“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.”
Tempus will acquire all outstanding Personalis shares it does not already own for $16.25 per share. The price represents a 6% premium to Personalis’ closing share price on Friday and a 28% premium to its unaffected 30-day volume-weighted average price.
The consideration is structured as an all-stock transaction, although Tempus may elect to pay as much as 50% of the total consideration in cash.
Personalis shareholders will receive Tempus common stock based on a floating exchange ratio that will be determined closer to closing. The exchange ratio will be capped at 0.3356 Tempus shares for each Personalis share.
Any cash portion of the transaction will be funded through available cash and borrowings under Tempus’ existing credit facilities.
The boards of directors of both companies have approved the transaction.
Personalis also reported preliminary second-quarter revenue of $22.4 million. The company delivered 10,384 clinical tests during the quarter, representing a 33% increase in test volume from the previous quarter.
