𝗧𝗲𝗺𝗽𝘂𝘀 $TEM 𝘀𝗮𝘆𝘀 𝗶𝘁𝘀 𝗼𝘄𝗻 𝗳𝗼𝗿𝗲𝗰𝗮𝘀𝘁 𝗳𝗼𝗿 𝗣𝗲𝗿𝘀𝗼𝗻𝗮𝗹𝗶𝘀 $PSNL 𝗶𝘀 𝘁𝗵𝗲 𝗹𝗼𝘄𝗲𝗿 𝗼𝗳 𝘁𝗵𝗲 𝘁𝘄𝗼 𝗶𝗻 𝘁𝗵𝗲 𝗳𝗶𝗹𝗶𝗻𝗴. Morgan Stanley hosted Eric Lefkofsky at its healthcare conference on September 15 and published the takeaways that evening. Tempus was content running as Personalis' exclusive distributor and might not have bought the company until early 2027. MolDX kept adding Medicare coverage for NeXT Personal, four indications by May, and a competing bidder appeared, so the timeline moved up. The S-4 carries a Personalis forecast and a Tempus forecast for the same business, and they do not match. Management told Morgan Stanley the gap comes mostly from how many indications each side assumes get covered and what each test gets paid, and that the Tempus set is the lower one. Personalis has closed above the $16.25 offer on and off since the vaccine readout in August. Lefkofsky's position, as the note relays it, is that the competing bid already played out and that Tempus and Merck between them hold about a quarter of the vote and want the deal closed. From the note: "Management also noted that PSNL trading above the deal price does not make sense in the context of competitive bids having already played out." Personalis holds a termination right of its own if Tempus stock sits under the lower floor when the exchange ratio is set, and the S-4 says Tempus has closed below that line on several days since signing.