U.S. security company Proofpoint has agreed to acquire Varonis Systems, which provides data and AI protection, for approximately $6.3 billion in an all-cash transaction. The deal is expected to close in the first half of 2027, after which Varonis will be delisted and taken private.
U.S. security company Proofpoint agreed on 15 October to acquire Varonis Systems, which provides data and AI security, for approximately $6.3 billion. Shareholders will receive $49.75 per share, and the deal is expected to close in the first half of 2027. Varonis is expected to be delisted from Nasdaq and taken private following the acquisition.
The acquisition price represents a 52% premium to the 22 June closing price and a 17% premium to the 1 September closing price. The enterprise value is equivalent to 8.4 times revenue and 53 times free cash flow for the most recent 12 months.
Financing was arranged through equity and debt commitments from Thoma Bravo, the investment fund that owns Proofpoint. Ontario Teachers’ Pension Plan also agreed to make an equity investment. The transaction has been approved by the boards of directors of both companies, with regulatory and shareholder approvals remaining as conditions to closing.
Following integration, the combined company is envisioned as providing a platform integrating data governance and AI security, with a customer base of more than 16,000 companies. In Japan, services are expected to continue to be provided through the Japanese subsidiary, along with ongoing collaboration with domestic partners.