Proofpoint announced an agreement to acquire Varonis for approximately $6.3 billion in cash, a transaction that would combine Proofpoint’s email and identity threat-defense products with Varonis’ data-visibility and security capabilities.
Under the agreement, Varonis shareholders will receive $49.75 per share. The transaction has been unanimously approved by Varonis’ board, but still requires shareholder and regulatory approvals. Proofpoint and Varonis will remain separate and independent until closing, which the companies expect in the first half of 2027, according to Proofpoint’s announcement.
The companies say the combined business would serve more than 16,000 enterprises and millions of organizations globally. Their stated platform strategy is to help customers identify and protect sensitive data, control access by people and AI systems, and prevent data loss.
The acquisition would take Varonis private and end its Nasdaq listing if completed. Thoma Bravo, Proofpoint’s owner, has committed equity financing and secured debt-financing commitments for the purchase. Ontario Teachers’ Pension Plan has also agreed to invest in Proofpoint in connection with the transaction.
The Record reported that Varonis, founded in 2005, focuses on data visibility and security, while Proofpoint, founded in 2002, has traditionally focused on email security and identity threat defense. The report also noted that AI was central to the companies’ rationale for combining their capabilities, but the proposed transaction remains subject to the stated closing conditions. The Record’s report identified the announcement as an all-cash deal but did not provide independent confirmation of the companies’ claims.