Proofpoint to acquire Varonis in $6.3 billion cash deal

Proofpoint has agreed to acquire data-security company Varonis for $49.75 a share in cash, in a deal valued at approximately $6.3 billion, the companies announced October 15. The transaction remains subject to approval by Varonis shareholders and regulatory conditions, with closing expected in the first half of 2027. Varonis’s board unanimously approved the agreement and recommended that shareholders adopt it. If the transaction closes, Varonis shareholders would receive the cash consideration for their shares, and Varonis would become a wholly owned Proofpoint subsidiary. Until then, the companies will continue to operate separately. The companies said the offer represents a 52% premium to Varonis’s June 22 closing price of $32.71, which they identified as the last full trading day before initial sale rumors. That comparison uses an earlier share price, not the stock’s final price before the agreement was announced. The companies also cited a 17% premium to Varonis’s September 1 closing price of $42.35. Proofpoint is privately held and owned by investment firm Thoma Bravo. Thoma Bravo is providing committed equity financing and has secured debt financing commitments, while...