Thoma Bravo's Proofpoint to buy Varonis Systems in $6.3 billion all-cash deal

Oct 15 — Thoma Bravo-owned cybersecurity company Proofpoint will buy data security firm Varonis Systems ​in an all-cash deal valued at about $6.3 billion, the companies said on Thursday.

Under the agreement, Varonis shareholders will receive $49.75 per ‌share in cash, a 52% premium to the company's closing share price on June 22, ⁠the day before speculation about ​a possible sale first emerged, ⁠the companies said.

The offer values Varonis' equity at $5.71 billion. Its shares ‌rose about 2.7% in ‌extended trading.

The deal, expected to close in the first half ⁠of 2027, comes as businesses ramp ⁠up spending on cybersecurity to combat cybercrime, where AI is being increasingly used to steal data.

Miami-based Varonis offers digital security services, including data classification on cloud storage systems and employee behavior tracking.

"Our mission is to secure AI and the data that powers ‌it. By joining forces with Proofpoint, we can ​achieve this mission faster than ever," Varonis co-founder and CEO Yaki Faitelson said.

Reuters had reported in September that Proofpoint was in discussions to acquire Varonis Systems. In June, media outlets had reported that Varonis was weighing a sale after fielding takeover interest from private equity firms, sending the company's shares surging about 30%.

Proofpoint, ​which sells software that helps companies defend against cyberattacks, was bought by ‌Thoma Bravo in 2021 ‌in ⁠a take-private deal that valued the company at about $12.3 billion.

Goldman Sachs & Co was the financial advisor to Varonis, while BofA Securities, Morgan Stanley & Co, J.P. Morgan Securities, UBS Securities, and Mizuho Securities USA advised Proofpoint.

Varonis ‌said it will announce ​its financial results for the third ‌quarter on November 3, ⁠but will ​not hold an earnings conference call.

(Reporting by Jaspreet Singh in Bengaluru; Editing by ​Diti Pujara)

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