Proofpoint to acquire Varonis for $6.3 billion in cash

Miami and Sunnyvale, California - Proofpoint Inc. and Varonis Systems, Inc. have agreed to merge in a cash transaction worth around $6.3 billion, according to a press release. Varonis shareholders will receive $49.75 per share for their stake. The deal marks a 52% increase over Varonis' stock price on June 22, 2026, just before rumors of a sale began circulating, and a 17% leap above Varonis' closing stock price on September 1, 2026.

The purchase price sets Varonis' value at roughly 53 times its last twelve months free cash flow and 8.4 times its last twelve months revenue. The merged entity will cater to over 16,000 enterprises and millions of organizations worldwide. This announcement comes after a thorough examination by a committee of independent directors on Proofpoint's Board, which involved discussions with various potential strategic and financial buyers.

Yaki Faitelson, Varonis CEO, Co-Founder, and Chairman of the Board, expressed satisfaction with the acquisition. Proofpoint, a Thoma Bravo portfolio company, is financing the transaction through a mix of committed equity and debt. Ontario Teachers’ Pension Plan has committed to investing in Proofpoint as part of the deal. The agreement has received the full endorsement of Varonis' Board of Directors and is anticipated to conclude in the first half of 2027, contingent on standard closing conditions, such as approval from Varonis shareholders and obtaining necessary regulatory clearances.

Following the merger, Varonis' common stock will no longer be traded on the Nasdaq and will become a private company. Both Proofpoint and Varonis will maintain separate operations until the transaction's completion. Varonis will release its financial results for the third quarter of 2026 on November 3, but no earnings conference call is planned due to the announced merger.