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Thoma Bravo-backed Proofpoint to acquire Varonis in $6.3bn deal

Reported by Privateequitywire
Oct 16, 2026· 2 min read
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Key Takeaways
  • • Thoma Bravo-owned Proofpoint has agreed to acquire data security firm Varonis Systems in an all-cash transaction valued at approximately $6.3bn, according to Reuters.
  • • Varonis shareholders will receive $49.75 per share, a 52% premium to the company's closing price on 22 June, before takeover speculation emerged; the offer values Varonis' equity at $5.71bn.
  • • The deal reflects rising corporate cybersecurity spending as businesses seek to protect sensitive data against cyberattacks and AI-related threats.
  • • Thoma Bravo acquired Proofpoint in 2021 in a take-private transaction valued at approximately $12.3bn.
  • • The acquisition is expected to close in the first half of 2027, with Goldman Sachs advising Varonis and BofA Securities, Morgan Stanley, JPMorgan, UBS and Mizuho Securities advising Proofpoint.
Summary
Thoma Bravo-owned cybersecurity company Proofpoint has agreed to acquire Varonis Systems, the Miami-based data security firm, in an all-cash transaction valued at approximately $6.3bn, according to a report by Reuters. Under the terms of the agreement, Varonis shareholders will receive $49.75 per share. That price represents a 52% premium to Varonis' closing share price on 22 June, the last trading session before speculation about a potential sale emerged. The offer values Varonis' equity at $5.71bn.

Varonis provides data security services, including cloud data classification and employee behaviour monitoring. Proofpoint develops software designed to protect businesses against cyberattacks. The transaction comes as corporate spending on cybersecurity continues to increase, with businesses seeking to safeguard sensitive data against cyberattacks and emerging AI-related threats.

Thoma Bravo acquired Proofpoint in 2021 in a take-private transaction valued at approximately $12.3bn, and the sponsor's ownership is the backdrop to this sale. The acquisition is expected to close in the first half of 2027. Goldman Sachs is advising Varonis, while Proofpoint's advisers include BofA Securities, Morgan Stanley, JPMorgan, UBS and Mizuho Securities.

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Sources

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AlphaMaven summarised this story from the reporting below. Each link opens the original article.

Privateequitywire Thoma Bravo-backed Proofpoint to acquire Varonis in $6.3bn deal