Varonis Systems, Inc. has entered into a definitive agreement to be acquired by Proofpoint, Inc., a portfolio company of Thoma Bravo, in an all-cash transaction valued at approximately $6.3 billion. Under the terms of the agreement, Varonis shareholders will receive $49.75 per share in cash.
The transaction, unanimously approved by Varonis’s Board of Directors, is expected to close in the first half of 2027, subject to customary closing conditions including shareholder approval and regulatory clearances. Upon completion, Varonis will cease trading on the Nasdaq Stock Market and become a private company.
Varonis’s Chief Executive Officer and Co-Founder Yaki Faitelson, who beneficially owns approximately 0.67% of the outstanding shares, has entered into a Support Agreement to vote his shares in favor of the merger. The Board of Directors determined the transaction to be advisable and in the best interests of the company and its stockholders.
Thoma Bravo is providing committed equity financing, and debt financing commitments have been secured. Ontario Teachers’ Pension Plan has also agreed to make an investment into Proofpoint in connection with the transaction.
Varonis will announce its financial results for the third quarter of 2026 following the close of U.S. financial markets on November 3, 2026. Goldman Sachs & Co. LLC is serving as the exclusive financial advisor to Varonis, while BofA Securities, Morgan Stanley, J.P. Morgan, UBS, and Mizuho are serving as financial advisors to Proofpoint.
