Proofpoint to Acquire Varonis in USD 6.3 Bn
Proofpoint to acquire Varonis in an all-cash deal valued at $6.3 billion, creating a major AI and data security player.
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Proofpoint, a portfolio company of Thoma Bravo, will acquire Nasdaq-listed Varonis Systems in an all-cash transaction valued at about USD 6.3 billion. Varonis shareholders will receive USD 49.75 per share, a 52% premium to its June 22, 2026, closing price of USD 32.71, the last trading day before initial sale rumours, and 17% above its September 1 close of USD 42.35. The deal values Varonis at about 53x last-twelve-month free cash flow and 8.4x revenue.
The combined company will serve more than 16,000 enterprises and millions of organisations, and plans to offer a unified platform to find and protect sensitive data, control what people and AI can access, and stop data loss. Proofpoint intends to integrate the companies’ capabilities and align go-to-market efforts after closing.
“As AI becomes embedded across the enterprise, the data it can access determines both its value and its risk. AI agents are increasingly accessing sensitive information and taking action across systems,” said Sumit Dhawan, CEO, Proofpoint.
The Varonis board unanimously approved the deal, following a review led by independent directors. It is subject to Varonis shareholder approval, regulatory approvals and customary conditions. Thoma Bravo is providing committed equity financing and has secured debt commitments, and Ontario Teachers’ Pension Plan will invest in Proofpoint. Varonis will delist from Nasdaq on completion. Goldman Sachs is exclusive financial advisor to Varonis; BofA Securities, Morgan Stanley, J.P. Morgan, UBS and Mizuho advise Proofpoint.
“This announcement follows a comprehensive evaluation led by a committee of independent members of our Board of Directors, which included extensive outreach to a range of potential strategic and financial buyers,” said Yaki Faitelson, CEO, Co-Founder and Chairman, Varonis.
Proofpoint, a portfolio company of Thoma Bravo, will acquire Nasdaq-listed Varonis Systems in an all-cash transaction valued at about USD 6.3 billion. Varonis shareholders will receive USD 49.75 per share, a 52% premium to its June 22, 2026, closing price of USD 32.71, the last trading day before initial sale rumours, and 17% above its September 1 close of USD 42.35. The deal values Varonis at about 53x last-twelve-month free cash flow and 8.4x revenue.
The combined company will serve more than 16,000 enterprises and millions of organisations, and plans to offer a unified platform to find and protect sensitive data, control what people and AI can access, and stop data loss. Proofpoint intends to integrate the companies’ capabilities and align go-to-market efforts after closing.
“As AI becomes embedded across the enterprise, the data it can access determines both its value and its risk. AI agents are increasingly accessing sensitive information and taking action across systems,” said Sumit Dhawan, CEO, Proofpoint.
