Proofpoint to Acquire Varonis in a $6.3 Billion Transaction
Key Highlights
- ➤Proofpoint to acquire Varonis (VRNS) for approximately $6.3 billion in cash
- ➤Varonis shareholders will receive $49.75 per share, a 52% premium to June 22
- ➤Transaction values Varonis at 53x LTM Free Cash Flow and 8.4x LTM Revenue
- ➤Deal expected to close in the first half of 2027, pending shareholder and regulatory approvals
- ➤Varonis will become private and cease Nasdaq trading after the transaction closes
Expert Statements
Yaki Faitelson, CEO, Co-Founder and Chairman of the Board of Directors of Varonis
“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.”
Yaki Faitelson, CEO, Co-Founder and Chairman of the Board of Directors of Varonis
“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.”
Yaki Faitelson, CEO, Co-Founder and Chairman of the Board of Directors of Varonis
“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. This transaction is an excellent outcome for the company and our shareholders, representing a realization of immediate, significant, and certain value well in excess of the risk-adjusted value of delivering against our standalone plan.”
Sumit Dhawan, CEO of Proofpoint
“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, making it critical for organizations to understand not only what data needs protecting and who can access it, but how it is actually being used,”
Sumit Dhawan, CEO of Proofpoint
“By connecting communications, identities, permissions, data, and AI, we are creating an intelligence advantage that helps customers see risk more clearly, respond faster, and defend against the next generation of AI risks. This is a defining step in Proofpoint’s evolution into a cybersecurity platform built for the future of AI.”
MIAMI and SUNNYVALE, Calif., Oct. 15, 2026 (GLOBE NEWSWIRE) -- Varonis Systems, Inc. (Nasdaq: VRNS) (“Varonis”), the data and AI security leader, and Proofpoint, Inc. (“Proofpoint”), a global leader in human and agent cybersecurity, today announced entrance into a definitive agreement under which Varonis will be acquired by Proofpoint, a portfolio company of Thoma Bravo, in an all-cash transaction valued at approximately $6.3 billion.
Under the terms of the agreement, Varonis shareholders will receive $49.75 per share in cash. This purchase price represents a premium of 52% to Varonis’ closing stock price of $32.71 on June 22, 2026, the last full trading day prior to initial rumors about a potential sale of the Company, and a premium of 17% over Varonis’ closing stock price of $42.35 on September 1, 2026, the last full trading day prior to additional media reports speculating about a potential sale of Varonis. The transaction values Varonis at approximately 53x LTM Free Cash Flow and 8.4x LTM Revenue.(1)
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