Proofpoint, the cybersecurity company owned by Thoma Bravo, has agreed to acquire Varonis Systems in an all-cash transaction valuing Varonis at approximately $6.3 billion. The offer price represents a 17% premium over Varonis's closing share price of $42.35 on 1 September, prior to media speculation. The valuation translates to about 8.4 times trailing revenue and roughly 53 times trailing free cash flow, based on financial results through 30 June 2026.
Thoma Bravo funds have secured committed equity financing for the acquisition, and debt financing has also been arranged. Ontario Teachers' Pension Plan has agreed to participate in the investment alongside Proofpoint. While the specific equity and debt amounts were not disclosed, the merger agreement does not include a financing condition.
Varonis's board of directors unanimously approved the transaction. The deal is expected to close in the first half of 2026, subject to customary closing conditions and regulatory approvals.
Source: PE Insights · Summarized by HeadlinesBriefing