Proofpoint, owned by private equity firm Thoma Bravo, has agreed to acquire Nasdaq-listed Varonis Systems for US$49.75 a share in cash, a deal valued at about US$6.3bn, the companies said on 15 October.
Why Proofpoint, Inc. (Thoma Bravo) is buying Varonis Systems, Inc.
The companies said the combination would create the industry's largest data and AI security business, serving more than 16,000 enterprises, with a single platform to find and protect sensitive data, control access by people and AI agents, and stop data loss. Varonis said an independent board committee had run a review that included approaches to strategic and financial buyers.
Deal terms and financing
The offer represents a 52% premium to Varonis's close on 22 June, before initial sale rumours, and values the company at about 8.4 times trailing revenue. Thoma Bravo is providing committed equity financing and has secured debt commitments, and Ontario Teachers' Pension Plan has agreed to invest in Proofpoint alongside the deal.
Regulatory approvals and timing
The transaction requires Varonis shareholder approval and regulatory clearances and is expected to close in the first half of 2027, after which Varonis will be delisted from Nasdaq. The companies will operate separately until then.
Market context
Bloomberg first reported talks between the two companies in early September, sending Varonis shares up more than 10%. Thoma Bravo took Proofpoint private in 2021 in a deal valued at about US$12.3bn.
