Proofpoint, a cybersecurity firm owned by Thoma Bravo, has entered into an agreement to acquire data security company Varonis Systems for approximately $6.3 billion in cash. The deal values Varonis shares at $49.75 each, representing a 52% premium over the stock price prior to initial acquisition reports.
Varonis was founded in 2005 by Yaki Faitelson and Ohad Korkus. The company currently focuses on artificial intelligence security, data mapping, and access controls. These capabilities will be integrated with Proofpoint’s existing portfolio, which includes email protection and data loss prevention tools.
The acquisition is the largest for Proofpoint since it was taken private by Thoma Bravo in 2021 for $12.3 billion. The combined entity will serve over 16,000 enterprise clients. Proofpoint plans to integrate the product lines and sales teams immediately following the transaction closure.
The deal is valued at approximately 8.4 times the revenue Varonis generated over the last 12 months, with a free cash flow multiple of about 53. Varonis’ board of directors has unanimously approved the agreement, which remains subject to regulatory and shareholder approval.
The transaction is expected to close in the first half of 2027, at which point Varonis will be delisted from the Nasdaq. Thoma Bravo is providing equity and debt financing for the acquisition, with additional investment from the Ontario Teachers’ Pension Plan Board.
