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[BUSINESS] · United States, Israel, Canada · 16 sources

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Proofpoint to acquire Varonis for $6.3 billion

Proofpoint, a cybersecurity firm owned by Thoma Bravo, has entered into a definitive agreement to acquire Varonis Systems for approximately $6.3 billion in an all-cash transaction. Under the terms of the deal, Varonis shareholders will receive $49.75 per share, representing a 52% premium over the stock's closing price on June 22, 2026.

The acquisition aims to create a unified cybersecurity platform capable of addressing the growing risks associated with artificial intelligence and AI agents. By integrating Proofpoint’s expertise in protecting people and communications with Varonis’s capabilities in data visibility and access control, the combined company intends to provide comprehensive protection for sensitive enterprise data.

The transaction is expected to close in the first half of 2027, subject to regulatory approvals and shareholder consent. Upon completion, Varonis will delist from the Nasdaq and become a private company. The deal is supported by equity and debt financing commitments from Thoma Bravo, with additional investment from the Ontario Teachers’ Pension Plan. The merged entity is projected to serve over 16,000 enterprises and generate more than $3 billion in annual recurring revenue.

Entities

Ontario Teachers' Pension Plan · Ontario Teachers’ Pension Plan · Proofpoint · Proofpoint Inc. · Sumit Dhawan · Thoma Bravo · Varonis Systems · Varonis Systems Inc. · Yaki Faitelson

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