Big dealsOct 15, 2026
Proofpoint's $6.3 billion offer for Varonis is a 52% premium or a 17% one, depending on the date
The all-cash price is $49.75 a share, about 53 times trailing free cash flow. Thoma Bravo supplies the financing.
Deal at a glance
PendingPaid in: Cash- Buyer
- Proofpoint
- Target
- Varonis Systems
- Deal value
- $6.3B
- Total value
- Announced
- Oct 2026
- Expected close
- H1 2027
Figures are as stated by the companies, in US dollars. A deal can change or fall through before it closes.
Proofpoint announced on October 15, 2026 that it will acquire Varonis Systems for $49.75 per share in cash, a total of about $6.3 billion. Varonis says the price is a 52% premium to its $32.71 close on June 22, 2026, the last full trading day before initial rumors of a sale, and a 17% premium to its $42.35 close on September 1, when further media reports appeared.
The release states the valuation as about 53 times trailing twelve-month free cash flow and 8.4 times trailing twelve-month revenue, as of June 30, 2026. Thoma Bravo is providing committed equity and debt financing, and Ontario Teachers' Pension Plan will invest in Proofpoint. The Varonis board approved the deal unanimously, and closing is expected in the first half of 2027, subject to Varonis shareholder approval and regulatory approvals.
The companies say they will operate separately until closing, and that afterward Proofpoint intends to integrate capabilities and align its sales approach to deliver a combined platform. The release does not describe specific changes to customer contracts or products.
Sources
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