Proofpoint agrees to buy Varonis for about $6.3bn in cash, pitching a platform to secure the data that people and AI systems can reach

Proofpoint, the cybersecurity company owned by Thoma Bravo, agreed on 15 October to buy the data-security company Varonis in an all-cash deal valued at about $6.3bn. Varonis shareholders will receive $49.75 a share in cash. That is a 52% premium to Varonis's closing price of $32.71 on 22 June 2026 and 17% above its 1 September close of $42.35, according to the release filed with the SEC.

The release puts the price at about 8.4 times Varonis's trailing revenue and about 53 times its trailing free cash flow. Thoma Bravo is providing committed equity financing and has debt commitments, and Ontario Teachers' Pension Plan has agreed to invest in Proofpoint. The deal needs shareholder and regulatory approval and is expected to close in the first half of 2027.

Both companies pitch it on AI. The release calls Varonis “the data and AI security leader”, and the combined company promises one platform to find and protect sensitive data and control what people and AI systems can reach. That is the companies' own claim. “As AI becomes embedded across the enterprise, the data it can access determines both its value and its risk,” said Sumit Dhawan, Proofpoint's chief executive.

The deal is a bet that the security spend which follows AI agents into companies will go to whoever controls access to the data underneath them.

• Confirmed Varonis shareholders will receive $49.75 a share in cash, in a deal valued at about $6.3bn. Varonis, SEC 8-K exhibit 99.1
• Confirmed The price is a 52% premium to Varonis's $32.71 close on 22 June 2026. Varonis, SEC 8-K exhibit 99.1
• Confirmed The deal is expected to close in the first half of 2027, subject to shareholder and regulatory approval. Varonis, SEC 8-K exhibit 99.1