Proofpoint to Acquire Varonis for $6.3 Billion

Deal Terms and Valuation

Proofpoint, a portfolio company of Thoma Bravo, has entered into a definitive agreement to acquire Varonis Systems in an all cash transaction valued at approximately $6.3 billion. Under the agreement, Varonis shareholders will receive $49.75 per share in cash. This purchase price represents a 52% premium to Varonis closing stock price of $32.71 on June 22, 2026, and a 17% premium over the closing stock price of $42.35 on September 1, 2026. The transaction values Varonis at approximately 53x LTM Free Cash Flow and 8.4x LTM Revenue as of June 30, 2026.

Creating a Cybersecurity Powerhouse

The combination creates one of the world's leading pure play cybersecurity companies, serving more than 16,000 enterprises and millions of organizations globally. The merged entity aims to establish the industry's largest data and AI cybersecurity organization. The companies intend to deliver a unified platform that helps organizations adopt AI with confidence by finding and protecting sensitive data, controlling access for both people and AI, and stopping data loss.

Varonis CEO Yaki Faitelson stated that the mission is to secure AI and the data that powers it, and joining forces with Proofpoint will help achieve this mission faster. Proofpoint CEO Sumit Dhawan emphasized that as AI becomes embedded across the enterprise, connecting communications, identities, permissions, data, and AI will provide an intelligence advantage against next generation AI risks.

Transaction Timeline and Approvals

The transaction has been unanimously approved by the Varonis Board of Directors and is expected to close in the first half of 2027. Closing remains subject to customary conditions, including approval by Varonis shareholders and receipt of regulatory approvals. Thoma Bravo is providing committed equity financing and has secured debt financing commitments to fund the purchase. The Ontario Teachers' Pension Plan has also agreed to make an investment into Proofpoint in connection with the transaction.

Until the transaction closes, both companies will continue to operate as separate and independent companies. Upon completion, Varonis common stock will cease trading on Nasdaq, and Varonis will become a private company. Varonis also announced it will release its third quarter 2026 financial results on November 3 but will not conduct an earnings conference call due to the pending deal.

Sources: Proofpoint · Techmeme · Globenewswire