Proofpoint to buy Varonis in USD $6.3 billion deal
Fri, 16th Oct 2026 (Today)
Proofpoint has agreed to acquire Varonis for USD $6.3 billion, taking the company private.
Under the agreement, Varonis shareholders will receive USD $49.75 a share in cash. The price represents a 52% premium to Varonis' closing share price on the last full trading day before initial market rumours of a sale, and a 17% premium to its closing price before later media reports of a possible transaction.
The acquisition brings together two cybersecurity groups with a combined customer base of more than 16,000 enterprises, as well as millions of smaller organisations worldwide. The enlarged business will focus on data, AI and broader cyber risk across corporate systems.
Varonis is listed on Nasdaq and specialises in data security. Proofpoint, backed by Thoma Bravo, focuses on protecting people, data and AI agents across email, cloud and collaboration tools.
The transaction has been unanimously approved by the Varonis Board of Directors and is expected to close in the first half of 2027, subject to shareholder approval and regulatory clearances.
Thoma Bravo is providing committed equity financing and has secured debt financing commitments for the purchase. Ontario Teachers' Pension Plan has agreed to invest in Proofpoint in connection with the deal.
Board review
Varonis said the sale followed a review process led by a committee of independent board members, including outreach to a range of strategic and financial buyers.
Until completion, the two businesses will continue to operate separately. After the deal closes, Varonis shares will stop trading on Nasdaq and the company will become privately held.
"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, Chief Executive Officer, Co-Founder and Chairman of the Board of Directors at 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," Faitelson said.
"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 realisation of immediate, significant and certain value well in excess of the risk-adjusted value of delivering against our standalone plan," he said.
AI focus
Proofpoint said the rationale for the deal rests on growing concern among companies over how AI systems and automated agents access and use sensitive information. It said combining communications, identity, permissions and data security would help customers monitor and respond to risks more effectively.
"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 organisations to understand not only what data needs protecting and who can access it, but how it is actually being used," said Sumit Dhawan, Chief Executive Officer at 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," Dhawan said.
The valuation equates to about 53 times Varonis' last 12 months free cash flow and 8.4 times last 12 months revenue, based on figures to the end of June 2026. Those multiples suggest Proofpoint is paying heavily for Varonis' position in data security as businesses reassess access controls, internal data exposure and AI-related threats.
Varonis said it will still report its third-quarter 2026 financial results after the close of US markets on 3 November, but will not hold an earnings conference call because of the transaction.
Goldman Sachs is acting as exclusive financial adviser to Varonis, while Paul Hastings is its legal counsel. Proofpoint is being advised by BofA Securities, Morgan Stanley, JPMorgan, UBS and Mizuho Securities USA, with Kirkland & Ellis as legal counsel.