Overview
- Proofpoint and Varonis announced the definitive all-cash agreement on Thursday, Oct. 15, 2026, under which Varonis shareholders will receive $49.75 per share.
- The $6.3 billion price represents a roughly 52% premium to Varonis’ June 22, 2026, closing price and values the company at about 53 times last-twelve-month free cash flow and 8.4 times revenue.
- Thoma Bravo has committed equity and secured debt financing to fund the purchase, and Ontario Teachers’ Pension Plan has agreed to invest in Proofpoint as part of the transaction.
- The Varonis board approved the deal unanimously and the companies said closing depends on a shareholder vote, regulatory clearances, SEC proxy filings, and other customary closing conditions, after which Varonis will be taken private and delisted from Nasdaq.
- Company leaders say the combination will pair Proofpoint’s threat and email signals with Varonis’ data-mapping tools to address AI-driven data risk, a move that could accelerate vendor consolidation and change how large customers manage data security.