Ademi LLP is investigating Personalis (NASDAQ: PSNL) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Tempus.
Personalis shareholders will receive $16.25 per 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 common stock for each share of Personalis common stock they own at closing, subject to a maximum exchange ratio of 0.3356, to be finalized closer to the closing of the transaction.
Personalis insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Personalis by imposing a significant penalty if Personalis accepts a competing bid. We are investigating the conduct of the Personalis board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
Join this Action