Proofpoint agrees to buy Varonis for about $6.3bn in cash

For the CISO of a bank running both tools

Proofpoint, a Thoma Bravo-owned cybersecurity company, agreed on Oct. 15 to buy data security company Varonis for about $6.3bn in cash, or $49.75 a share, according to SiliconANGLE and FinTech Global.12

The sale followed a review run by a committee of independent Varonis directors that included outreach to a range of potential strategic and financial buyers, according to Varonis.12 Varonis CEO Yaki Faitelson said the price is worth more than the company could deliver under its standalone plan once risk is taken into account.2

The $49.75 price is 52% above the $32.71 close on June 22, 2026, the last full trading day before sale speculation surfaced, and 17% above the $42.35 close on September 1, 2026, according to FinTech Global.1

The price implies about 53 times Varonis' free cash flow and 8.4 times its revenue over the last twelve months, according to FinTech Global and SiliconANGLE.12

The combined company will serve more than 16,000 enterprises, and Proofpoint plans to merge the two firms' technology, align sales and marketing, and speed rollout of a unified platform after closing, according to FinTech Global.12

Varonis' board approved the agreement unanimously, according to SiliconANGLE; Thoma Bravo is providing the equity and has lined up debt financing, with Ontario Teachers' Pension Plan Board also investing in Proofpoint.2

Why it matters

Banks that use both Proofpoint and Varonis face a likely merger of the two product lines and sales teams, and the sources do not say what happens to pricing or to existing products. Those banks have more room to negotiate contract terms before the deal closes than after.

What’s next

According to SiliconANGLE, the deal needs regulators and Varonis shareholders to sign off, and the companies expect it to close in the first half of 2027, when Varonis stock comes off the Nasdaq.2

From the brief

Our take. Your communications-security vendor and your data-permissions vendor will soon be one Thoma Bravo-backed company that paid 53 times free cash flow and plans to merge products fast. Fix roadmap and pricing terms before that plan reaches your renewal.

Action. Vendor management: Add roadmap, price-cap and product-retirement clauses to Proofpoint and Varonis renewals before the merger closes.

Sources

  1. ReportProofpoint bets $6.3bn on Varonis as AI data risk mounts FinTech Global
  2. Also reported byProofpoint agrees to buy data security company Varonis for $6.3B in cash Siliconangle