Thoma Bravo's Proofpoint to buy Varonis Systems in $6.3 billion all-cash deal

Oct 15 : Thoma Bravo-owned cybersecurity company Proofpoint will buy data security firm Varonis Systems in an all-cash deal valued at about $6.3 billion, the companies said on Thursday.

Under the agreement, Varonis shareholders will receive $49.75 per share in cash, a 52 per cent premium to the company's closing share price on June 22, the day before speculation about a possible sale first emerged, the companies said. 

The offer values Varonis' equity at $5.71 billion. Its shares rose about 2.7 per cent in extended trading.

The deal, expected to close in the first half of 2027, comes as businesses ramp up spending on cybersecurity to combat cybercrime, where AI is being increasingly used to steal data.

Miami-based Varonis offers digital security services, including data classification ​on cloud storage systems and employee behavior tracking.

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

Reuters had reported in September that Proofpoint was in discussions to acquire Varonis ​Systems. In June, media outlets had reported that Varonis was ​weighing a sale after fielding takeover interest from ​private equity firms, sending the company's shares surging about 30 per cent.

Proofpoint, which sells software that helps companies defend against cyberattacks, was bought by Thoma Bravo in 2021 in a take-private deal that valued the company at about $12.3 billion.

Goldman Sachs & Co was the financial advisor to Varonis, while BofA Securities, Morgan Stanley & Co, J.P. Morgan Securities, UBS Securities, and Mizuho Securities USA advised Proofpoint.

Varonis said it will announce its financial results for the third quarter on November 3, but will not hold an earnings conference call.