Proofpoint to acquire Varonis Systems for $6.3 billion

Proofpoint, a cybersecurity firm owned by Thoma Bravo, has agreed to acquire Varonis Systems in an all-cash transaction valued at approximately $6.3 billion. Under the terms of the deal, Varonis shareholders will receive $49.75 per share, representing a significant premium over previous trading prices.

The acquisition aims to create a leading platform for data and AI cybersecurity, focusing on securing access to sensitive information, managing identities, and protecting against risks associated with AI agents. The combined entity is expected to serve more than 16,000 enterprises globally.

Financing for the deal includes committed equity from Thoma Bravo and investment from the Ontario Teachers’ Pension Plan. Additionally, Proofpoint has secured $1.25 billion in debt financing, with JPMorgan and UBS appointed to lead the subsequent sale of that debt in the high-yield bond market. The transaction is subject to regulatory clearances and shareholder approval, with an expected closing in the first half of 2027.