Proofpoint to Acquire Varonis in $6.3 Billion All-Cash Deal Backed by Thoma Bravo
Proofpoint, a Thoma Bravo portfolio company, announced on October 15, 2026 a definitive agreement to acquire Varonis Systems, Inc. (Nasdaq: VRNS) in an all-cash transaction valued at approximately $6.3 billion, or $49.75 per share. The price is a 52% premium to Varonis' June 22, 2026 close and a 17% premium to its September 1, 2026 close. The combined company would serve more than 16,000 enterprises and aims to deliver a unified data and AI security platform covering sensitive data discovery, access control and data loss prevention. The deal is expected to close in the first half of 2027, subject to Varonis shareholder and regulatory approval. This is business and M&A news with no direct threat or vulnerability component.
Technical Details
- Thoma Bravo provides committed equity financing and has secured debt financing commitments; Ontario Teachers' Pension Plan will also invest in Proofpoint.
- Valuation: about 53x LTM free cash flow and 8.4x LTM revenue.
- Until closing, Proofpoint and Varonis operate as separate, independent companies; Varonis will then delist from Nasdaq and become private.
- Advisors: Goldman Sachs and Paul Hastings for Varonis; BofA Securities, Morgan Stanley, J.P. Morgan, UBS, Mizuho and Kirkland & Ellis for Proofpoint.
Remediation
No remediation is required. Customers of either vendor may want to track integration and roadmap announcements after closing.
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Proofpoint to Acquire Varonis in $6.3 Billion All-Cash Deal Backed by Thoma Bravo
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Proofpoint, a Thoma Bravo portfolio company, announced on October 15, 2026 a definitive agreement to acquire Varonis Systems, Inc. (Nasdaq: VRNS) in an all-cash transaction valued at approximately $6.3 billion, or $49.75 per share. The price is a 52% premium to Varonis' June 22, 2026 close and a 17% premium to its September 1, 2026 close. The combined company would serve more than 16,000 enterprises and aims to deliver a unified data and AI security platform covering sensitive data discovery, access control and data loss prevention. The deal is expected to close in the first half of 2027, subject to Varonis shareholder and regulatory approval. This is business and M&A news with no direct threat or vulnerability component.
Technical Details
- Thoma Bravo provides committed equity financing and has secured debt financing commitments; Ontario Teachers' Pension Plan will also invest in Proofpoint.
- Valuation: about 53x LTM free cash flow and 8.4x LTM revenue.
- Until closing, Proofpoint and Varonis operate as separate, independent companies; Varonis will then delist from Nasdaq and become private.
- Advisors: Goldman Sachs and Paul Hastings for Varonis; BofA Securities, Morgan Stanley, J.P. Morgan, UBS, Mizuho and Kirkland & Ellis for Proofpoint.
Remediation
No remediation is required. Customers of either vendor may want to track integration and roadmap announcements after closing.