Proofpoint to acquire Varonis in US$6.3 billion deal

Proofpoint has agreed to acquire data security vendor Varonis Systems in an all-cash transaction valued at approximately US$6.3 billion.

The combined company will serve more than 16,000 enterprises and millions of organisations globally, creating "one of the world’s leading pure-play cybersecurity companies and establishing the industry's largest data and AI cybersecurity organisation", the companies claimed.

Proofpoint, itself a portfolio company of private equity firm Thoma Bravo, said the combined entity intends to deliver a unified platform covering sensitive data discovery and protection, identity and AI access controls, and data loss prevention.

Thoma Bravo is providing committed equity financing for the purchase, with debt financing also secured. Ontario Teachers' Pension Plan has agreed to make a co-investment into Proofpoint in connection with the transaction.

The Varonis board unanimously approved the transaction, with the deal valuing Varonis at approximately 53 times last-twelve-months free cash flow and 8.4 times last-twelve-months revenue.

“As AI becomes embedded across the enterprise, the data it can access determines both its value and its risk. AI agents are increasingly accessing sensitive information and taking action across systems, making it critical for organisations to understand not only what data needs protecting and who can access it, but how it is actually being used,” said Sumit Dhawan, chief executive of Proofpoint.

"By connecting communications, identities, permissions, data, and AI, we are creating an intelligence advantage that helps customers see risk more clearly, respond faster, and defend against the next generation of AI risks.  This is a defining step in Proofpoint’s evolution into a cybersecurity platform built for the future of AI.”

“Today begins an exciting new chapter for Varonis and our customers. It’s a testament to the incredible work of the Varonis team over two decades,” said Yaki Faitelson, chief executive, co-founder and chairman of Varonis, said 

“This announcement follows a comprehensive evaluation led by a committee of independent members of our Board of Directors, which included extensive outreach to a range of potential strategic and financial buyers. This transaction is an excellent outcome for the company and our shareholders, representing a realisation of immediate, significant, and certain value well in excess of the risk-adjusted value of delivering against our standalone plan.”

The deal is expected to close in the first half of 2027, subject to shareholder and regulatory approvals. Until then, Proofpoint and Varonis will continue to operate independently. Upon completion, Varonis will be delisted from Nasdaq and taken private.