Proofpoint to Acquire Varonis in $6.3 Billion All-Cash Deal

What happened

MIAMI, FL and SUNNYVALE, CA, October 15 — Varonis Systems (Nasdaq: VRNS) and Proofpoint today jointly announced a definitive agreement under which Proofpoint will acquire Varonis in an all-cash transaction valued at about $6.3 billion. Under the agreement, Varonis shareholders will receive $49.75 per share in cash, a 52% premium to the $32.71 closing price on June 22 (the last full trading day before rumors of a potential sale) and a 17% premium to the $42.35 closing price on September 1.

The transaction has been unanimously approved by the Varonis Board of Directors and is expected to close in the first half of 2027, subject to approval by Varonis shareholders and regulatory approvals. Thoma Bravo is providing committed equity financing and has secured debt financing commitments, and the Ontario Teachers' Pension Plan has also agreed to invest in Proofpoint in connection with the deal. Upon completion, Varonis' common stock will cease trading on Nasdaq and the company will become private.

Key facts

1. Deal value and price: About $6.3 billion, all cash; $49.75 per share, a 52% premium to the June 22 closing price and a 17% premium to the September 1 close.
2. Approvals and timeline: Unanimously approved by the Varonis board; expected to close in H1 2027; subject to shareholder and regulatory approvals.
3. Financing: Thoma Bravo provides committed equity financing with secured debt commitments; Ontario Teachers' Pension Plan also invests in Proofpoint.
4. Combined scale: The combined company will serve more than 16,000 enterprises and millions of organizations; per the companies, it will be the world's largest data and AI cybersecurity organization.
5. The two businesses: Proofpoint: human and agent cybersecurity, focused on email security; Varonis: data and AI security, focused on cloud data classification and employee behavior tracking.

Background

Reuters reported in September that Proofpoint was in discussions to acquire Varonis. Proofpoint is a portfolio company of private equity firm Thoma Bravo, which took it private in 2021 in a deal valuing it at about $12.3 billion.