Thoma Bravo-owned email security group Proofpoint has agreed to acquire data security specialist Varonis Systems in an all-cash transaction valued at about US$6.3 billion, trade publication SecurityWeek reported, calling it the largest cybersecurity acquisition announced so far this year. Varonis shareholders will receive US$49.75 for each share they hold.
The offer represents a 52% premium to Varonis’s closing price of US$32.71 on 22 June, the last full trading day before reports of a possible sale first surfaced, according to SecurityWeek. Israeli tech outlet CTech, which also cited the 52% figure, noted that the price is 17% above the stock’s close on 1 September, before further media reports on the talks. Against Varonis’s US$47.34 close on Thursday, the last session before the announcement, the premium narrows to roughly 5%.
CTech put the equity value of the deal at around US$5.71 billion, with the larger headline figure reflecting the overall transaction value. By its calculation, the price works out to about 8.4 times Varonis’s trailing 12-month revenue and 53 times free cash flow.
Financing and timeline
Private equity firm Thoma Bravo, which took Proofpoint private in 2021 in a deal CTech valued at about US$12.3 billion, is providing committed equity financing and has lined up debt financing commitments, SecurityWeek said. Ontario Teachers’ Pension Plan is also investing in Proofpoint as part of the transaction.
CyberScoop reported that Varonis’s board approved the agreement unanimously. The deal is expected to close in the first half of 2027, subject to approval by Varonis shareholders and regulators, after which Miami-based Varonis will become a private company. Until completion, the two businesses will continue to operate independently.
Betting on AI-era data security
Proofpoint plans to fold the two companies’ tools into a single data and AI security platform, combining its strength in email and human-risk protection with Varonis’s data posture, access governance, insider-risk and data loss prevention products. According to Proofpoint, the combined group will serve more than 16,000 enterprises, positioning it as the largest data and AI cybersecurity organisation in the industry.
Proofpoint chief executive Sumit Dhawan has framed protecting data from misuse by people or AI agents as the top priority for companies adopting artificial intelligence. Varonis co-founder and chief executive Yaki Faitelson said in a statement on Proofpoint’s website: “Our mission is to secure AI and the data that powers it.” He added that joining Proofpoint would help the company reach that goal faster.
A volatile run for Varonis shares
The sale caps a turbulent year for Varonis investors. CTech recounted that the stock hit an intraday high of US$63.90 in October 2025 before collapsing by roughly half in a single session later that month after disappointing results, weaker guidance and job cuts, with the company pointing to slower renewals among on-premises subscription customers. Shares bottomed at US$19.70 in April 2026 and have since more than doubled, although the takeover price remains below last year’s peak.
The deal adds to a busy stretch of consolidation in the security sector. SecurityWeek said it has tracked more than 300 cybersecurity mergers and acquisitions in 2026, while both buyer and target made smaller AI-focused purchases earlier this year, with Proofpoint acquiring Acuvity and Varonis buying AllTrue.ai for US$150 million.
CTech cautioned that the strategic logic remains a plan rather than a proven result, with integration risks ahead and no detail yet on how the product lines will be merged. Proofpoint has told customers that no product decisions have been made and that nothing changes for them while the deal is pending.
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