Proofpoint has agreed to acquire data security company Varonis Systems in an all-cash transaction valued at approximately $6.3 billion, bringing together two enterprise cybersecurity vendors as organizations contend with risks around sensitive data and artificial intelligence.
Under the definitive agreement announced on October 15, Varonis shareholders will receive $49.75 per share in cash. The companies said that price represents a 52 percent premium to Varonis’ closing share price on June 22, the final full trading day before initial sale speculation, and a 17 percent premium to its September 1 close before further media reports about a possible transaction.
Deal expected to close in 2027
The transaction is expected to close in the first half of 2027, subject to approval by Varonis shareholders, regulatory clearances and other customary conditions. Varonis’ board has unanimously approved the agreement.
Proofpoint is a portfolio company of private equity firm Thoma Bravo. The buyer said Thoma Bravo is providing committed equity financing and has secured debt financing commitments for the purchase. Ontario Teachers’ Pension Plan also agreed to invest in Proofpoint in connection with the deal.
Proofpoint and Varonis will continue to operate as separate companies until the transaction closes. If completed, Varonis’ common stock will stop trading on Nasdaq and the company will become privately held.
Reuters reported that the offer values Varonis’ equity at $5.71 billion. Varonis shares rose about 2.7 percent in extended trading after the announcement, according to the news agency.
Proofpoint said the transaction represents about 8.4 times Varonis’ revenue and 53 times its free cash flow for the 12 months through June 30. Those valuation multiples were calculated by the companies and have not been independently verified.
Combining human and data security
Proofpoint focuses on protecting people, communications and enterprise workflows across email, cloud and collaboration tools. Varonis develops software for finding, classifying and controlling access to sensitive data across cloud and hybrid environments.
The companies said the combined business would serve more than 16,000 enterprises as well as millions of smaller organizations. That customer figure and the companies’ descriptions of their market positions are company-supplied claims.
The strategic case centers on connecting Proofpoint’s human- and agent-focused security capabilities with Varonis’ data discovery, access governance and threat detection tools. The companies said they plan to build a unified platform that can help customers locate sensitive data, determine who or what can access it and reduce data loss as AI systems and agents become more deeply embedded in corporate technology environments.
Proofpoint Chief Executive Sumit Dhawan said AI agents are increasingly accessing sensitive information and acting across systems, increasing the need for organizations to understand both permissions and actual data use. Varonis co-founder and Chief Executive Yaki Faitelson said the combination could accelerate his company’s mission to secure AI and the data that supports it.
Those product and integration benefits remain forward-looking. Proofpoint said it intends to align the companies’ sales efforts and accelerate delivery of the combined platform after closing, but the companies have not provided a detailed integration timetable.
Cybersecurity consolidation continues
The planned purchase is another large take-private transaction in enterprise cybersecurity. Thoma Bravo acquired Proofpoint in 2021 in a deal that valued the company at about $12.3 billion, according to Reuters.
Varonis said the agreement followed a review by a committee of independent directors that included outreach to strategic and financial buyers. Goldman Sachs is serving as Varonis’ exclusive financial advisor, while BofA Securities, Morgan Stanley, JPMorgan, UBS and Mizuho are advising Proofpoint.
Varonis plans to report its third-quarter 2026 financial results on November 3 but will not hold an earnings conference call because of the pending transaction. The deal’s completion remains contingent on shareholder and regulatory approvals.
Proofpoint’s Sumit Dhawan on AI security, data sovereignty and agentic risk [Q&A]