Proofpoint Agrees to Acquire Varonis for $6.3 Billion

Proofpoint, a cybersecurity company owned by Thoma Bravo, has agreed to acquire Varonis Systems in an all-cash transaction valued at approximately $6.3 billion, combining their capabilities in data protection, artificial intelligence security and cyber threat prevention.

Under the definitive agreement announced on 15 October 2026, Varonis shareholders will receive $49.75 per share in cash. The consideration represents a 52% premium to Varonis' closing share price on 22 June 2026, before initial reports of a potential sale.

The transaction values Varonis at approximately 8.4 times its last twelve months' revenue and 53 times free cash flow.

The acquisition is expected to close in the first half of 2027, subject to shareholder approval, regulatory clearances and customary closing conditions. Varonis will become privately held and cease trading on Nasdaq following completion.

Thoma Bravo is providing committed equity financing and has secured debt financing commitments. Ontario Teachers' Pension Plan has also agreed to invest in Proofpoint in connection with the acquisition.

The combined business is expected to serve more than 16,000 enterprises, bringing together Proofpoint's human and agent cybersecurity capabilities with Varonis' data and AI security technology.

Deal Snapshot

• Buyer / Parties: Proofpoint, a Thoma Bravo portfolio company
• Target: Varonis Systems, Inc. (Nasdaq: VRNS)
• Sector: Cybersecurity, data protection and AI security
• Deal type: All-cash acquisition; proposed take-private transaction
• Value: Approximately $6.3 billion ($49.75 per share)
• Geography: United States
• Identified advisers: Goldman Sachs, Paul Hastings, BofA Securities, Morgan Stanley, J.P. Morgan Securities, UBS Securities, Mizuho Securities and Kirkland & Ellis

Deal Rationale

The acquisition will combine Varonis' sensitive-data discovery, access controls and AI security capabilities with Proofpoint's communications, identity and threat protection services. The companies intend to develop a unified platform addressing data exposure, unauthorised access and information loss across enterprise systems. Following completion, Proofpoint plans to integrate the businesses' technology and commercial operations.

Advisers to the Transaction

Buyer – Proofpoint: BofA Securities, Morgan Stanley, J.P. Morgan Securities, UBS Securities and Mizuho Securities are serving as financial advisers. Kirkland & Ellis is serving as legal counsel.

Target – Varonis: Goldman Sachs is acting as exclusive financial adviser. Paul Hastings is serving as legal counsel.

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