Proofpoint to Acquire Varonis in $6.3B All-Cash Deal, Creating a Cybersecurity Powerhouse

The cybersecurity industry just got its biggest deal of the year. Proofpoint, the Thoma Bravo-owned security company, announced on Thursday that it will acquire Varonis Systems in an all-cash transaction valued at approximately $6.3 billion, creating one of the world's largest pure-play cybersecurity companies.

Under the definitive agreement, Varonis shareholders will receive $49.75 per share in cash. That price represents a 52% premium over Varonis' closing price of $32.71 on June 22, the last trading day before initial rumors of a potential sale surfaced, and a 17% premium over its $42.35 close on September 1, before further media reports.

The offer values Varonis' equity at $5.71 billion — about 53 times its last-twelve-months free cash flow and 8.4 times revenue.

The acquisition caps months of speculation. Media reports in June said Varonis was weighing a sale after fielding takeover interest from private equity firms, sending its shares up about 30%. Reuters reported in September that Proofpoint was in discussions to acquire the company.

Proofpoint knows the private-equity playbook well. Thoma Bravo took the company private in 2021 in a deal valued at about $12.3 billion, and in May 2025 Proofpoint bought Hornetsecurity, which it described as forming the world's leading email-security group.

The $49.75 price is generous against recent trading — but it sits well below where Varonis changed hands about a year ago, above $60 a share. A forecast cut and layoffs affecting 5% of the workforce then sent the shares plunging 45% in a single day, one of the worst days in the company's history, and the stock never fully recovered.

Founded in 2004, Varonis employs about 2,800 people, roughly 1,000 of them in Israel, where its development center is based.

Its cloud platform uses artificial intelligence to identify and classify sensitive organizational data, minimize its exposure, and detect threats through automation — capabilities built for data security posture management and data detection and response.

Together, the companies say they will serve more than 16,000 enterprises and millions of organizations globally, establishing what they call the industry's largest data and AI cybersecurity organization.

The combined platform is pitched as a way for organizations to adopt AI with confidence: finding and protecting sensitive data, controlling what people and AI agents can access, and stopping data loss.

"Our mission is to secure AI and the data that powers it," said Varonis co-founder and CEO Yaki Faitelson. "By joining forces with Proofpoint, we can achieve this mission faster than ever."

The deal is expected to close in the first half of 2027, subject to shareholder and regulatory approval, after which Varonis will be delisted from the Nasdaq. Goldman Sachs advised Varonis on the transaction, while BofA Securities, Morgan Stanley, J.P. Morgan, UBS, and Mizuho advised Proofpoint.

Varonis will report third-quarter results on November 3 but will not hold an earnings conference call.