Proofpoint Agrees to Buy Varonis Systems for $6.3 Billion in Cash at $49.75 a Share

Thoma Bravo-owned cybersecurity company Proofpoint has agreed to acquire data security firm Varonis Systems in an all-cash transaction valued at about $6.3 billion, according to a statement from the companies reported by Reuters via Central Oregon Daily. Under the agreement, Varonis shareholders will receive $49.75 per share in cash, and Reuters reported the offer values Varonis's equity at $5.71 billion.

Deal Terms and Premium

Gurufocus, citing the companies' announcement, reported that the $49.75 offer represents a 52% premium to Varonis's June 22 closing price of $32.71, described as the last full trading day before sale rumors began, and a 17% premium to the September 1 closing price of $42.35, according to Gurufocus. Gurufocus also listed a reference price of $47.34 for Varonis shares around the time of its report. Using that figure, the $49.75 offer would represent roughly a 5.1% premium ($49.75 minus $47.34, divided by $47.34), a calculation based on the two prices Gurufocus reported rather than a figure stated by the companies.

Varonis shares rose about 2.7% in after-hours trading following the announcement, according to Reuters as relayed by Central Oregon Daily and separately noted by CNBC, which listed Varonis among stocks making the biggest after-hours moves. Yahoo Finance similarly reported the stock climbing on the news in extended trading.

Financing and Advisors

Thoma Bravo, which owns Proofpoint, is providing committed equity financing and has secured debt financing commitments to fund the purchase, according to Yahoo Finance's report on the transaction. Ontario Teachers' Pension Plan has also agreed to make an investment into Proofpoint in connection with the deal, the same report said.

Goldman Sachs & Co served as financial advisor to Varonis, while BofA Securities, Morgan Stanley & Co, J.P. Morgan Securities, UBS Securities and Mizuho Securities USA advised Proofpoint, according to Central Oregon Daily's account of the announcement.

Approvals and Timeline to Close

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 customary closing conditions including approval by Varonis shareholders and receipt of regulatory approvals, Yahoo Finance and Gurufocus both reported. Upon completion, Varonis common stock will cease trading on the Nasdaq and the company will become privately held.

Varonis CEO, co-founder and chairman Yaki Faitelson said the agreement followed a process run by a committee of independent board members. "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," Faitelson said, according to Yahoo Finance. He also framed the deal in terms of artificial intelligence security: "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," he said, as quoted by Central Oregon Daily.

The companies said the combined business will serve more than 16,000 enterprises and millions of organizations globally, and that following closing, Proofpoint intends to integrate the companies' capabilities, align go-to-market efforts, and deliver a combined platform to customers, per Yahoo Finance's reporting.

Separately, Varonis will report third-quarter financial results on November 3 but will not hold an earnings conference call because of the pending transaction, both Central Oregon Daily and Yahoo Finance reported. Varonis customers also face an unrelated transition deadline: the company is ending support for its self-hosted Data Security Platform on December 31, 2026, according to Teleskope.ai, a date that falls before the deal's anticipated close.

Varonis's Financial Profile

Varonis management had guided to 2026 revenue of $735 million to $739 million, alongside non-GAAP operating income of just $11 million to $13 million and full-year free cash flow of $105 million to $110 million, according to a September report from Baptista Research. The same report put Varonis's last-twelve-months revenue at about $688.1 million, with LTM EBITDA of roughly negative $131.8 million; Baptista Research characterized a purchase of Varonis as not a classic buyout of a mature software company producing large current profits.

Varonis's second-quarter revenue increased 18% to $180 million, and total SaaS annual recurring revenue reached $726 million, up 52%, while SaaS ARR excluding conversions grew 25%, Baptista Research reported. The company also held $911.5 million of cash, deposits and marketable securities at the end of June, which Baptista Research said gives an acquirer balance-sheet flexibility.

Using the $6.3 billion headline deal value against the $688.1 million LTM revenue figure reported by Baptista Research, the transaction implies a multiple of roughly 9.2 times trailing revenue ($6.3 billion divided by $688.1 million), a calculation drawn from those two reported figures rather than one stated by the companies. Measured against the midpoint of 2026 guided revenue of about $737 million, the same $6.3 billion figure implies a multiple of roughly 8.5 times forward revenue. Both calculations are presented as illustrative arithmetic based on the reported figures, not as official company disclosures of transaction multiples.

Proofpoint itself was taken private by Thoma Bravo in 2021 in a deal that valued the company at about $12.3 billion, according to Reuters's reporting via Central Oregon Daily, giving context to Thoma Bravo's now-expanded footprint across email and data security.

Bottom Line

The $49.75-per-share cash offer represents a 52% premium to Varonis's June 22 close of $32.71, the last full trading day before sale speculation emerged, according to Gurufocus and Yahoo Finance, while the stock added only about 2.7% in after-hours trading, per Reuters. That muted move is, by way of interpretation, consistent with investors treating the announced price as close to final rather than positioning for a higher bid. With Thoma Bravo providing committed equity financing and secured debt financing commitments, and Ontario Teachers' Pension Plan agreeing to invest in Proofpoint in connection with the transaction, the open questions now run through Varonis shareholder and regulatory approvals ahead of an expected close in the first half of 2027, as reported by Yahoo Finance and Gurufocus.