Proofpoint has agreed to acquire Varonis Systems in an all-cash transaction valued at about US$6.3 billion, according to a joint announcement from the companies.
Under the terms of the agreement, Varonis shareholders will receive US$49.75 per share in cash. The companies said the offer represents a 52% premium to Varonis’ closing stock price of US$32.71 on June 22, 2026, and a 17% premium to its closing price of US$42.35 on September 1, 2026. The announcement also cited valuation multiples of 53x last-twelve-months free cash flow and 8.4x last-twelve-months revenue.
The companies said the combined business is expected to serve more than 16,000 enterprises globally. In the release, they outlined plans to integrate capabilities and align go-to-market efforts after closing, with a stated focus on data security and risks associated with AI use in organisations.
“Today begins an exciting new chapter for Varonis and our customers. It’s a testament to the incredible work of the Varonis team over two decades,” said Yaki Faitelson, Varonis CEO, co-founder and chairman of the board. “Our mission is to secure AI and the data that powers it. By joining forces with Proofpoint, we can achieve this mission faster than ever.”
Proofpoint CEO Sumit Dhawan said the deal reflects growing emphasis on controlling access to sensitive data as AI is embedded across enterprises. “As AI becomes embedded across the enterprise, the data it can access determines both its value and its risk,” Dhawan said.
The transaction has been unanimously approved by the Varonis board and is expected to close in the first half of 2027, subject to customary conditions including Varonis shareholder approval and regulatory approvals. Proofpoint is a portfolio company of Thoma Bravo, which the companies said is providing committed equity financing and has secured debt financing commitments to fund the purchase. Ontario Teachers’ Pension Plan is also expected to invest in Proofpoint in connection with the transaction.
Until completion, the companies said Proofpoint and Varonis will continue to operate independently. Following closing, Varonis’ shares are expected to cease trading on Nasdaq and the company will become private.
Varonis said it will announce third-quarter 2026 financial results after the close of US markets on November 3, but will not conduct an earnings conference call in light of the announced transaction.
Goldman Sachs is acting as exclusive financial advisor to Varonis, with Paul Hastings as legal counsel. BofA Securities, Morgan Stanley, J.P. Morgan, UBS, and Mizuho are serving as financial advisors to Proofpoint, with Kirkland & Ellis as legal counsel.
