Proofpoint to buy Varonis Systems in $6.3 billion all-cash deal

Proofpoint, the cybersecurity company owned by private equity firm Thoma Bravo, will acquire data security firm Varonis Systems in an all-cash transaction valued at roughly $6.3 billion, the two companies announced Thursday. Under the terms of the agreement, Varonis shareholders will receive $49.75 per share in cash. The companies said the price represents a 52% premium over Varonis' closing stock price on June 22, the day before initial speculation about a possible sale surfaced.

News of the talks was not entirely unexpected. Reuters reported in September that Proofpoint was in discussions to acquire Varonis Systems. Varonis shares rose about 2% in extended trading following Thursday's confirmation of the deal.

Miami-based Varonis provides cybersecurity services that include data classification across cloud storage systems as well as employee behavior tracking. Proofpoint sells software designed to help companies defend against cyberattacks.

The acquisition adds another major asset to Thoma Bravo's cybersecurity portfolio. In 2021, the private equity firm agreed to take Proofpoint private in a deal that valued the company at about $12.3 billion.

The transaction remains subject to customary closing conditions, though the companies did not detail a timeline in Thursday's announcement. At $6.3 billion, the agreement ranks among the larger cybersecurity deals of the year and would fold Varonis' data-focused security tools into Proofpoint's broader enterprise protection platform.