Varonis Systems

Cybersecurity · Data Security

Acquisition

Thoma Bravo's Proofpoint to buy Varonis Systems for $6.3B

A private-equity owner is using one portfolio company to acquire another, deepening its grip on enterprise data security as AI-driven threats escalate.

• Proofpoint, owned by Thoma Bravo, agreed to buy Varonis Systems in an all-cash deal worth about $6.3 billion, paying $49.75 per share.
• Miami-based Varonis sells data security software that classifies sensitive data across cloud storage and tracks employee behavior to flag insider threats.
• The $49.75-a-share price is a 52% premium over Varonis' June 22 closing price, the last trading day before sale rumors surfaced.
• The merger agreement includes a $211.7M break fee if Varonis walks away for a superior offer, and a $423.3M reverse fee if Proofpoint fails to close.
• Ontario Teachers' Pension Plan is investing alongside Thoma Bravo to help fund the deal, which is expected to close in the first half of 2027 and take Varonis private, delisting it from Nasdaq.
• Thoma Bravo took Proofpoint private in 2021 for roughly $12.3 billion, meaning it now effectively controls both sides of this combination.
• The deal shows private equity doubling down on cybersecurity consolidation as AI expands both the attack surface and the data firms must protect, reviving tech dealmaking after a software-stock selloff.