Thoma Bravo’s portfolio company Proofpoint has agreed to acquire Varonis Systems in an all-cash deal valued at approximately $6.3 billion, taking the Miami-based, Nasdaq-listed data security firm private. Varonis shareholders will receive $49.75 per share in cash, representing a 52% premium over the stock’s June 22, 2026 closing price of $32.71 and a 17% premium over its September 1, 2026 close of $42.35. The transaction values Varonis at about 8.4x LTM revenue and 53x last-12-months free cash flow.
Thoma Bravo is providing committed equity financing and has secured debt financing commitments, while Ontario Teachers’ Pension Plan will also invest in Proofpoint alongside the deal. Varonis’ board unanimously approved the sale following a review by a committee of independent directors that engaged potential strategic and financial buyers. Proofpoint, which secures how people, data and AI agents connect across email, cloud and collaboration tools, serves over 80 Fortune 100 companies and more than 14,000 large enterprises.
The combined entity will serve over 16,000 enterprises post-close, with Proofpoint planning rapid integration and go-to-market alignment. The deal is expected to close in the first half of 2027, after which Varonis will delist from Nasdaq. Goldman Sachs serves as exclusive financial adviser to Varonis, with Paul Hastings as legal counsel.
For Proofpoint, BofA Securities, Morgan Stanley, JP Morgan, UBS and Mizuho act as financial advisers, and Kirkland & Ellis provides legal counsel.
Source: PE Hub · Summarized by HeadlinesBriefing