Key Takeaways
- • Proofpoint, the Thoma Bravo-owned cybersecurity company, agreed to acquire data security firm Varonis Systems (VRNS.O) in an all-cash deal valued at about $6.3 billion, according to Reuters and the companies.
- • Varonis shareholders will receive $49.75 per share in cash, a 52% premium to the June 22 closing price, the day before takeover speculation first emerged.
- • The offer values Varonis' equity at $5.71 billion; Varonis shares rose about 2.7% in extended trading.
- • The transaction is expected to close in the first half of 2027, and Varonis will become a private company.
- • Goldman Sachs advised Varonis, while BofA Securities, Morgan Stanley, J.P. Morgan, UBS and Mizuho advised Proofpoint.
Summary
Thoma Bravo-owned Proofpoint has agreed to buy Varonis Systems in an all-cash transaction valued at about $6.3 billion, the companies said on Thursday, October 15, 2026. Under the agreement, Varonis shareholders will receive $49.75 per share in cash, a 52% premium to the company's closing share price on June 22, the day before speculation about a possible sale first emerged. The offer values Varonis' equity at $5.71 billion, and the company's shares rose about 2.7% in extended trading, according to Reuters.
The deal is expected to close in the first half of 2027. It comes as businesses increase cybersecurity spending to counter cybercrime, where artificial intelligence is increasingly used to steal data. Miami-based Varonis, which was founded in Israel, offers digital security services including data classification on cloud storage systems and employee behavior tracking. Co-founder and CEO Yaki Faitelson said, "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."
The transaction follows a series of reports. In June 2026, media outlets reported that Varonis was weighing a sale after fielding takeover interest from private equity firms, sending its shares up roughly 30%. Reuters reported in September that Proofpoint was in discussions to acquire Varonis. Varonis said it will announce third-quarter results on November 3 but will not hold an earnings conference call.
Proofpoint, which sells software that helps companies defend against cyberattacks, was acquired by Thoma Bravo in 2021 in a take-private deal valuing the company at about $12.3 billion. Goldman Sachs & Co served as financial advisor to Varonis, while BofA Securities, Morgan Stanley & Co, J.P. Morgan Securities, UBS Securities and Mizuho Securities USA advised Proofpoint.
The deal is expected to close in the first half of 2027. It comes as businesses increase cybersecurity spending to counter cybercrime, where artificial intelligence is increasingly used to steal data. Miami-based Varonis, which was founded in Israel, offers digital security services including data classification on cloud storage systems and employee behavior tracking. Co-founder and CEO Yaki Faitelson said, "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."
The transaction follows a series of reports. In June 2026, media outlets reported that Varonis was weighing a sale after fielding takeover interest from private equity firms, sending its shares up roughly 30%. Reuters reported in September that Proofpoint was in discussions to acquire Varonis. Varonis said it will announce third-quarter results on November 3 but will not hold an earnings conference call.
Proofpoint, which sells software that helps companies defend against cyberattacks, was acquired by Thoma Bravo in 2021 in a take-private deal valuing the company at about $12.3 billion. Goldman Sachs & Co served as financial advisor to Varonis, while BofA Securities, Morgan Stanley & Co, J.P. Morgan Securities, UBS Securities and Mizuho Securities USA advised Proofpoint.
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