Proofpoint Agrees to Acquire Varonis in $6.3 Billion Cash Deal

Proofpoint agreed Thursday to buy Varonis Systems in a cash-only transaction valued at roughly $6.3 billion, offering $49.75 a share and planning to take the Nasdaq-listed company private.

The offer is 52% above Varonis’ $32.71 closing price on June 22 and 17% above its $42.35 close on Sept. 1. Varonis’ board approved the merger unanimously.

The planned combination would pair Proofpoint’s cybersecurity capabilities with Varonis’ data and AI security tools. The platform is intended to help customers locate and protect sensitive information, manage access by people and AI, and reduce data loss.

“Our mission is to secure AI and the data that powers it,” said Yaki Faitelson, Varonis’ CEO, co-founder and chairman.

Thoma Bravo will provide committed equity financing and has secured debt financing commitments. Ontario Teachers’ Pension Plan also agreed to invest in Proofpoint in connection with the deal.

Proofpoint and Varonis will remain separate businesses until the transaction closes. Completion is expected in the first half of 2027, pending shareholder and regulatory approvals; afterward, Varonis will leave Nasdaq and become a private company.