Tempus AI has entered into a Securities Purchase Agreement to acquire Ambry Genetics Corporation for $375 million in cash and 4,843,136 shares of Class A common stock. The deal, announced on November 4, 2024, aims to strengthen Tempus AI's position in genetic testing and disease research. The cash portion is subject to adjustments, with $5 million held in escrow for post-closing adjustments.To finance the acquisition, Tempus AI has secured commitments from Ares Capital Corporation affiliates for a $100 million revolving credit facility and $200 million in additional term loans. The transaction is expected to close in Q1 2025, subject to regulatory approvals and customary closing conditions. Tempus AI will file a registration statement for the resale of the stock consideration.The agreement includes customary representations, warranties, and covenants, including Ambry's commitment to operate in the ordinary course until closing. Tempus AI has obtained a buyside representation and warranty insurance policy to cover potential breaches, subject to certain limitations.

Tempus AI has entered into a Securities Purchase Agreement to acquire Ambry Genetics Corporation for $375 million in cash and 4,843,136 shares of Class A common stock. The deal, announced on November 4, 2024, aims to strengthen Tempus AI's position in genetic testing and disease research. The cash portion is subject to adjustments, with $5 million held in escrow for post-closing adjustments.To finance the acquisition, Tempus AI has secured commitments from Ares Capital Corporation affiliates for a $100 million revolving credit facility and $200 million in additional term loans. The transaction is expected to close in Q1 2025, subject to regulatory approvals and customary closing conditions. Tempus AI will file a registration statement for the resale of the stock consideration.The agreement includes customary representations, warranties, and covenants, including Ambry's commitment to operate in the ordinary course until closing. Tempus AI has obtained a buyside representation and warranty insurance policy to cover potential breaches, subject to certain limitations.