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

Thoma Bravo-owned cybersecurity company Proofpoint has agreed to acquire data security firm Varonis Systems in an all-cash transaction valued at approximately $6.3bn, according to a report by Reuters.

Under the agreement, Varonis shareholders will receive $49.75 per share, representing a 52% premium to the company’s closing share price on 22 June, before speculation about a potential sale emerged. The offer values Varonis’ equity at $5.71bn.

The transaction comes amid increasing corporate spending on cybersecurity, as businesses seek to protect sensitive data against cyberattacks and emerging AI-related threats.

Miami-based Varonis provides data security services, including cloud data classification and employee behaviour monitoring. Proofpoint develops software designed to protect businesses against cyberattacks.

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. Goldman Sachs is advising Varonis, while Proofpoint’s advisers include BofA Securities, Morgan Stanley, JPMorgan, UBS and Mizuho Securities.