Proofpoint to Acquire Varonis for $6.3 Billion in All-Cash Deal at 52% Premium, Closing Expected in H1 2027

What happened

MIAMI, FL and SUNNYVALE, CA, October 15 — Data security company Varonis Systems (Nasdaq: VRNS) and cybersecurity company Proofpoint jointly announced a definitive agreement under which Proofpoint will acquire Varonis in an all-cash transaction valued at approximately $6.3 billion.

Under the terms, Varonis shareholders will receive $49.75 per share in cash. The price is a 52% premium over the $32.71 closing price on June 22, the last full trading day before initial sale rumors, and a 17% premium over the $42.35 close on September 1, the trading day before a new round of media speculation. Based on data through June 30, the deal values Varonis at about 53x last-twelve-months free cash flow and 8.4x last-twelve-months revenue.

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; the Ontario Teachers' Pension Plan has also agreed to invest in Proofpoint. Upon completion, Varonis common stock will cease trading on Nasdaq and the company will become private.

The two companies say the combined company will serve more than 16,000 enterprises and millions of organizations, describing it as the industry's largest data and AI cybersecurity organization. They plan to offer a unified platform that helps organizations find and protect sensitive data, control access by people and AI, and stop data loss. Varonis will report third-quarter 2026 results after U.S. markets close on November 3 and will not hold an earnings call in light of the announced transaction.

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; valued at about 53x last-twelve-months free cash flow and 8.4x revenue.
2. Approvals and timeline: Unanimously approved by the Varonis board; expected to close in the first half of 2027; subject to Varonis shareholder approval and regulatory approvals.
3. Financing and listing status: Thoma Bravo is providing committed equity financing and has secured debt financing commitments; the Ontario Teachers' Pension Plan is investing in Proofpoint; Varonis will delist from Nasdaq and go private after closing.
4. Combined scale: Serving more than 16,000 enterprises and millions of organizations; Proofpoint's existing customers include more than 80 of the Fortune 100 and over 14,000 large enterprises; Varonis says its platform serves thousands of organizations worldwide.
5. Advisors: Goldman Sachs is the exclusive financial advisor and Paul Hastings the legal counsel to Varonis; BofA Securities, Morgan Stanley, J.P. Morgan, UBS and Mizuho are financial advisors and Kirkland & Ellis the legal counsel to Proofpoint.

Background

The sale process began in June 2026. According to a Bloomberg report on June 23 (as relayed by Barron's and TipRanks), Varonis began weighing a sale after receiving preliminary takeover interest and was working with advisers to evaluate strategic options, with suitors including Blackstone, Thoma Bravo and Vista Equity Partners; Varonis shares rose about 14% that day. In September, Bloomberg again reported Proofpoint as the buyer in talks, and Reuters also reported acquisition discussions between the two sides.

Thoma Bravo, the buyer behind Proofpoint, is a frequent acquirer in cybersecurity: it took Proofpoint private for about $12.3 billion in all cash in April 2021; announced the acquisition of identity governance company SailPoint for about $6.9 billion ($65.25 per share) in April 2022; and completed acquisitions of identity security company Ping Identity ($2.8 billion) and enterprise spend management software company Coupa Software ($8 billion) the same year.

Varonis was founded in 2004 (per Calcalistech) and is headquartered in Miami, with a major R&D center in Herzliya, Israel, and about 2,800 employees worldwide, roughly 1,000 of them in Israel. Its cloud platform automatically discovers and classifies sensitive data, reduces exposure and detects threats, covering AWS, Azure, Google Cloud, Salesforce and other environments. Proofpoint is headquartered in Sunnyvale, California, has been a Thoma Bravo portfolio company since 2021, and its core business is email and collaboration security, recently extended to 'human and agent' security.

AI and security dealmaking accelerated in the same window: on October 12, quantum computing company IonQ announced it would acquire zero-trust security company Elisity in an all-stock deal worth up to $1.3 billion (including up to $150 million in earnout), expected to close in the fourth quarter of 2026; on October 15, Reuters reported that Canadian AI company Cohere had signed a letter of intent to acquire AI cybersecurity startup AISLE (terms undisclosed), a deal to be folded into Cohere's merged entity with Germany's Aleph Alpha; on October 8, CyberFOX acquired Microsoft 365 security monitoring company Optimize365 (terms undisclosed); and on October 5, SAIC completed its acquisition of encryption software company Information Security Corporation.