HedgeCo.Net — Proofpoint, the cybersecurity company owned by Thoma Bravo, has agreed to acquire Nasdaq-listed Varonis Systems in an all-cash transaction valued at approximately $6.3 billion. Varonis shareholders will receive $49.75 per share, the companies said, a 52% premium to the $32.71 close on June 22, 2026, the last full trading day before sale rumors first surfaced, and a 17% premium to the $42.35 close on September 1, before a second wave of media reports.
Reuters, via CNA, reported that the offer values Varonis’s equity at about $5.71 billion. The companies said the price equals roughly 8.4 times last-twelve-month revenue and about 53 times last-twelve-month free cash flow. Varonis CEO and co-founder Yaki Faitelson said a committee of independent directors ran a comprehensive review that included outreach to strategic and financial buyers before settling on Proofpoint.
The financing is a sponsor-style stack. Thoma Bravo is providing committed equity, and Ontario Teachers’ Pension Plan has agreed to invest in Proofpoint alongside the deal. Bloomberg reported, according to Investing.com, that Proofpoint has secured $1.25 billion of debt financing, with JPMorgan and UBS appointed to lead a later sale of that debt in the high-yield bond market. Thoma Bravo took Proofpoint private in 2021 in a deal that valued it at about $12.3 billion, Reuters noted.
For private-equity investors, the transaction is a portfolio-company add-on carried out at public-company scale: a sponsor-owned platform buying a listed peer rather than the sponsor buying it directly. The combined company would serve more than 16,000 enterprises, according to the announcement, and Proofpoint CEO Sumit Dhawan framed the deal around securing data and AI agents across communications, identity and permissions.
The deal requires Varonis shareholder approval and regulatory clearances and is expected to close in the first half of 2027. Varonis will report third-quarter results on November 3 without an earnings call. Credit investors will watch pricing on the eventual high-yield offering as a gauge of appetite for software buyout paper after a volatile month for technology risk.