Proofpoint will acquire Varonis Systems for 49.75 dollars a share in cash, the companies said on Thursday, in a deal valued at about 6.3 billion dollars including debt, with Varonis’s equity valued at 5.71 billion dollars. The price is a 52 percent premium to Varonis’s closing price on June 22, the day before speculation about a possible sale first emerged, and Varonis shares rose about 2.7 percent in extended trading. The acquisition is expected to close in the first half of 2027.
The outcome matches the direction reported going in. Reuters had reported in September that Proofpoint was in discussions to acquire Varonis, after reports in June that Varonis was weighing a sale following takeover interest from private equity firms. Varonis, based in Miami, sells data classification for cloud storage and employee behaviour tracking. Proofpoint sells software that defends companies against cyberattacks and was itself taken private by Thoma Bravo in 2021 in a deal valued at about 12.3 billion dollars.
Goldman Sachs advised Varonis, while BofA Securities, Morgan Stanley, J.P. Morgan, UBS and Mizuho advised Proofpoint. Varonis said it will report third quarter results on November 3 but will not hold an earnings call.