**Tempus AI Signs Agreement to Acquire Ambry Genetics in a $375 Million Deal**

Tempus AI, Inc. (NASDAQ: TEM) recently announced the signing of a Securities Purchase Agreement on November 4, 2024, with REALM IDx, Inc. and Konica Minolta, Inc. The agreement entails the acquisition of all outstanding shares of capital stock of Ambry Genetics Corporation, a prominent genetic testing company, for a total consideration of $375.0 million in cash along with the issuance of 4,843,136 shares of the Company’s Class A common stock.

As part of the transaction terms, certain shares issued will be subject to a lock-up agreement for one year after the completion of the acquisition. Additionally, $5.0 million of the cash consideration will be held in an escrow account to cater to any post-closing purchase price adjustments.

The transaction is subject to customary closing conditions and regulatory approvals, including the approval required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Company is expected to file a registration statement with the Securities and Exchange Commission to register the shares issued as part of the acquisition consideration.

Moreover, the Company secured debt financing commitments in connection with the acquisition. Ares Capital Corporation committed to provide a $100.0 million senior secured revolving credit facility and additional term loans amounting to $200.0 million. These funds are intended to cover the cash consideration of the acquisition along with related fees and expenses.

The closing of the acquisition, anticipated in the first quarter of 2025, is subject to various specified conditions. In case the acquisition is not completed by May 4, 2025, certain termination rights are built into the agreement for both parties involved.

The company included forward-looking statements in the filing, emphasizing the substantial risks and uncertainties inherent in such transactions. These statements are based on current expectations and projections, subject to various conditions and other factors. The Company has pledged to update these statements as necessary to reflect new information or unanticipated events.

The Securities Purchase Agreement, along with further details on the acquisition and financing commitments, can be found in the complete filing available for review.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, about the Company that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Current Report are forward-looking statements, including, but not limited to, statements relating to the consummation of the transactions contemplated by the Purchase Agreement and the Commitment Letter. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “going to,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. The Company cautions you that the foregoing may not include all of the forward-looking statements made in this Current Report.

You should not rely on forward-looking statements as predictions of future events. The Company has based the forward-looking statements contained in this Current Report primarily on its current expectations and projections about future events and trends that it believes may affect the Company’s business, financial condition, results of operations and prospects. These forward-looking statements are subject to risks and uncertainties, including risks related to the Company’s ability to consummate the acquisition of Ambry on the terms described herein or at all, including the ability to obtain the financing contemplated by the Commitment Letter and the ability to obtain certain required regulatory approvals, and, if consummated, to realize the expected benefits of such acquisition, as well as other factors described in the section titled “Risk Factors” in the Company’s Form 10-Q for the quarter ended September 30, 2024 filed with the Securities and Exchange Commission (“SEC”) and in the Company’s future filings with the SEC. In addition, any forward-looking statements contained in this Current Report are based on assumptions that the Company believes to be reasonable as of this date. Tempus undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this Current Report or to reflect new information or the occurrence of unanticipated events, except as required by law.

The full details of the transaction and accompanying agreements can be accessed in the provided exhibits of the filing.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Tempus AI’s 8K filing here.

Tempus AI Company Profile

Tempus AI Inc is a technology company advancing precision medicine through the practical application of artificial intelligence principally in healthcare. The company provides AI-enabled precision medicine solutions to physicians to deliver personalized patient care and in parallel facilitates discovery, development and delivery of optimal therapeutics.