Proofpoint plans to acquire Varonis Systems for $6.3 billion

Proofpoint, owned by Thoma Bravo, has agreed to acquire Varonis Systems for approximately $6.3 billion in cash. Speculation about the company's future has ended: Bloomberg reported in June that Varonis was receiving early interest from private equity firms, including Blackstone, Thoma Bravo, and Vista Equity Partners, and in early September named Proofpoint as the buyer. The offered $49.75 per share represents a 52% premium over the stock price before these publications.

Varonis was founded in 2005 by Yaki Faitelson, who still leads it as CEO, and Ohad Korkus. The first versions of the software showed who could access which files on corporate servers. Now, the focus is on AI security.

The deal is the largest in a series of acquisitions by Proofpoint since 2021, when Thoma Bravo acquired it for $12.3 billion. Last year's acquisitions include the German security provider for Microsoft 365, Hornetsecurity GmbH. Email threat protection, which Proofpoint started with, became part of Varonis in September 2025, when it agreed to acquire the phishing detection company SlashNext Inc.

Varonis's data mapping and access control are expected to align with Proofpoint's email, collaboration, and data leak protection products as a unified platform. More than 80 companies from the Fortune 100 already use Proofpoint.

"As AI becomes embedded in enterprises, the data it accesses determines both its value and its risk," said Proofpoint CEO Sumit Dhawan. AI agents are already reaching sensitive information and operating within systems, he added. The combined company will serve over 16,000 enterprises; after closing, Proofpoint intends to quickly integrate products and sales teams.

The sale was led by a committee of independent directors at Varonis; Faitelson stated that the company reached out to "a number of potential strategic and financial buyers" and called the deal "an excellent outcome for the company and shareholders." According to him, considering the risks, the price is higher than what Varonis would have achieved under a "standalone plan." According to the parties' calculations, Proofpoint is paying about 8.4 times the revenue for the last 12 months; in terms of free cash flow, about 53 times.