Proofpoint signs a merger agreement to acquire Varonis

Varonis announced a definitive agreement under which it will be acquired by Proofpoint.

Varonis expects the combination to close in the first half of 2027.

Varonis will be acquired by Proofpoint, a portfolio company of Thoma Bravo, in an all-cash transaction valued at approximately $6.3 billion.

Varonis shareholders will receive $49.75 per share in cash, a premium of 52% to Varonis' closing stock price of $32.71 on June 22, 2026, and a premium of 17% over Varonis' closing stock price of $42.35 on September 1, 2026.

The transaction 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.

Until the combination closes, both Varonis and Proofpoint will continue to operate as two separate and independent companies.

Varonis says it knows where sensitive data lives, who and what can access it, and how it is being used across cloud, SaaS, databases, and on-prem environments.

Varonis says Proofpoint understands how attacks begin: "with people and, increasingly, with AI agents acting on their behalf."

Varonis wrote: "Agents can reach sensitive data faster than any employee ever could."

Varonis says the combined company will have the technology, resources, and scale to become "the trust layer for the agentic workspace."

Varonis says it sees the potential to build a stronger, faster-growing company positioned for a future return to the public markets.

The transaction values Varonis at approximately 53x LTM free cash flow and 8.4x LTM revenue.

Thoma Bravo is providing committed equity financing, and has secured debt financing commitments, to fund the purchase.

The Agreement and Plan of Merger is dated October 15, 2026.

The merger agreement is by and among Varonis Systems, Inc., Proofpoint, Inc. and Vail Merger Sub, Inc.

Varonis says nothing changes today for customers: the account team, account number and support channels stay the same, and there are no changes to existing contracts or the solutions customers rely on.

Signing on October 15, 2026 and a close by the end of the first half of 2027 (June 30, 2027) leave at most about eight and a half months.

Varonis's Form 8-K says: "The Company is required to pay Parent a termination fee of $211,700,000 in cash on termination of the Merger Agreement under specified circumstances" and "a reverse termination fee of $423,300,000 will be payable by Parent to the Company under specified circumstances."

Varonis's Form 8-K, filed with the SEC on October 15, 2026, says either party may terminate "if the Merger is not consummated by 11:59 p.m. New York Time, on July 15, 2027 (the "Termination Date"), subject to a three month extension to obtain required regulatory approvals."

Varonis's Form 8-K, filed with the SEC on October 15, 2026, says: "The obligations of Parent and Merger Sub to consummate the Merger are not subject to any financing condition."

With the three-month extension for regulatory approvals, the July 15, 2027 termination date moves to October 15, 2027.