Acquisition of Varonis Systems by Proofpoint for $6.3 Billion
The months of speculation surrounding the future of data security company Varonis Systems Inc. came to an end today with the announcement that Thoma Bravo-owned cybersecurity firm Proofpoint Inc. will acquire Varonis for approximately $6.3 billion in cash.
Bloomberg first revealed in June that Varonis was receiving interest from various private equity firms, including notable names like Blackstone Inc., Thoma Bravo, and Vista Equity Partners. A second Bloomberg report in early September named Proofpoint as the buyer in ongoing discussions. The $49.75 per share offered by Proofpoint represents a 52% premium compared to the stock price prior to the reporting of these negotiations.
Founded in 2005 by Yaki Faitelson, who continues to serve as CEO, and Ohad Korkus, Varonis initially developed software to map user access to files on corporate servers. Over the years, the focus has shifted to prioritize artificial intelligence security as a central feature of its offerings.
This transaction marks the largest acquisition in a series of deals Proofpoint has made since being taken private by Thoma Bravo for $12.3 billion in 2021. In addition to the current acquisition, last year saw the purchase of German Microsoft 365 security provider Hornetsecurity GmbH. Proofpoint has also expanded its offerings in email security by acquiring phishing detection company SlashNext Inc. in September 2025.
Varonis’ data mapping and access control solutions are designed to complement Proofpoint’s existing email, collaboration, and data loss prevention products into a unified platform. Currently, over 80 of the Fortune 100 companies utilize Proofpoint’s services.
According to Proofpoint Chief Executive Sumit Dhawan, “As AI becomes embedded across the enterprise, the data it can access determines both its value and its risk.” He emphasized that AI systems are increasingly interacting with sensitive information across various platforms. Following the merger, the combined entity will serve over 16,000 enterprises, with plans for swift integration of products and sales teams post-closure.
A committee of independent directors at Varonis oversaw the sale process, with Faitelson noting that the company engaged with “a range of potential strategic and financial buyers.” He described the deal as “an excellent outcome for the company and our shareholders.”
Faitelson stated that the offered price exceeds the potential returns Varonis could achieve under its standalone strategy when factoring in associated risks. Based on internal assessments, Proofpoint is paying approximately 8.4 times Varonis’ revenue over the past year, with the multiple being around 53 based on free cash flow.
The Varonis board unanimously approved the agreement; however, the deal is contingent on regulatory approvals and shareholder consent, with expectations to finalize in the first half of 2027. After the acquisition, Varonis’ stock will be delisted from the Nasdaq. Thoma Bravo is financing the equity portion of the purchase and has arranged debt financing, with additional investment from the Ontario Teachers’ Pension Plan Board backing Proofpoint.