Varonis Stock Climbs on $6.3 Billion Proofpoint Deal

3-line summary

• Thoma Bravo-owned Proofpoint agreed to acquire Varonis Systems (Nasdaq: VRNS) in an all-cash deal valued at roughly $6.3 billion, paying $49.75 per share — a 52% premium to Varonis' June 22 closing price, the last trading day before sale speculation emerged. Varonis' board unanimously approved the deal.
• Thoma Bravo is funding the acquisition through equity commitments and committed debt financing, with Ontario Teachers' Pension Plan also investing in Proofpoint in connection with the deal. An independent-director committee ran a broad process contacting multiple strategic and financial bidders before agreeing to the sale.
• The deal is expected to close in the first half of 2027, subject to Varonis shareholder and regulatory approval; once completed, Varonis shares will be delisted from Nasdaq. The companies will operate independently until closing — Varonis will still report Q3 results on November 3 but will not hold an earnings call given the pending transaction. Shares rose 2.7% in after-hours trading following the announcement.

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