BY Fraser Tennant
In a combination that creates a new cyber security powerhouse, Thoma Bravo portfolio company Proofpoint is to acquire data security software provider Varonis Systems in an all-cash deal valued at approximately $6.3bn.
Under the terms of the definitive agreement, Varonis shareholders will receive $49.75 per share in cash – a purchase price representing a premium of 52 percent to Varonis’ closing stock price of $32.71 on 22 June 2026.
Together, the combined company – which will serve more than 16,000 enterprises and millions of organisations globally – intends to deliver a unified platform that helps organisations adopt artificial intelligence (AI) with confidence: finding and protecting sensitive data, controlling what people and AI can access, and stopping data loss.
“As AI becomes embedded across the enterprise, the data it can access determines both its value and its risk,” said Sumit Dhawan, chief executive of Proofpoint. “AI agents are increasingly accessing sensitive information and taking action across systems, making it critical for organisations to understand not only what data needs protecting and who can access it, but how it is actually being used.
“By connecting communications, identities, permissions, data, and AI, we are creating an intelligence advantage that helps customers see risk more clearly, respond faster, and defend against the next generation of AI risks,” he continued. “This is a defining step in Proofpoint’s evolution into a cyber security platform built for the future of AI.”
Following closing, Proofpoint intends to move quickly to integrate the companies’ capabilities, align go-to-market efforts, and accelerate delivery of the combined platform to customers.
“This transaction is an excellent outcome for the company and our shareholders, representing a realisation of immediate, significant, and certain value well in excess of the risk-adjusted value of delivering against our standalone plan,” saidYaki Faitelson, chief executive, co-founder and chairman of the board of directors at Varonis.”
The transaction, which has been unanimously approved by the Varonis board of directors, is expected to close in the first half of 2027, subject to customary closing conditions, including approval by Varonis shareholders and receipt of regulatory approvals.
Mr Faitelson added: “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.”
News: Thoma Bravo's Proofpoint to buy Varonis Systems in $6.3 billion all-cash deal