Varonis to be acquired by Proofpoint in $6.3 billion all-cash deal
Varonis shareholders will receive $49.75 a share in cash after the board approved the merger unanimously
Published
Varonis Systems has agreed to be bought by Proofpoint, a portfolio company of Thoma Bravo, in an all-cash deal valued at approximately $6.3 billion. Varonis shareholders will receive $49.75 per share in cash under terms unanimously approved by the Varonis board.
The companies expect the deal to close in the first half of 2027, at which point Varonis stock will be delisted from Nasdaq. Varonis Chief Executive, Co-Founder and Chairman Yaki Faitelson called it "an exciting new chapter for Varonis and our customers." Faitelson has separately agreed to stay on as a non-executive officer of the company for 18 months after closing.
The agreement includes a termination fee of $211,700,000 payable by Varonis and a reverse termination fee of $423,300,000 payable by Proofpoint under specified circumstances.
A close pushed out nearly 18 months is long for an all-cash take-private, leaving room for regulatory review or a rival bid to emerge before the deal is final. The gap between the two termination fees suggests both sides built in meaningful allowance for the deal to fall apart over that stretch, while Faitelson's extended stay points to Thoma Bravo favouring continuity through integration over an immediate change in management. Until the deal closes, Varonis will trade as a public company under an acquisition overhang, a period in which activity in the stock tends to track the deal terms rather than the underlying business.