AI News Feed
Market watch
Companies

Proofpoint Agrees to Buy Varonis Systems for $6.3 Billion in Cash

Thoma Bravo-owned Proofpoint agreed to acquire Varonis Systems for about $6.3 billion in cash, combining data security and email protection in a deal expected to close in the first half of 2027.

Bloomberg first reported in June that Varonis was receiving early interest from private equity firms, including Blackstone Inc., Thoma Bravo and Vista Equity Partners. Bloomberg later reported in early September that Proofpoint had emerged as the buyer in talks.

Varonis dates to 2005, when Yaki Faitelson, who remains chief executive, co-founded the company with Ohad Korkus. Its early software mapped who could open which files on corporate file servers, while artificial intelligence security now sits at the center of its pitch.

The deal is the largest in a series of acquisitions Proofpoint has pursued since Thoma Bravo paid $12.3 billion to take it private in 2021. Proofpoint bought German Microsoft 365 security provider Hornetsecurity GmbH last year. Varonis, meanwhile, agreed in September 2025 to buy phishing detection company SlashNext Inc., moving into email threat protection, the market where Proofpoint began.

Varonis’ data mapping and access controls are designed to fit alongside Proofpoint’s email, collaboration and data loss prevention products as a single platform. Proofpoint said more than 80 of the Fortune 100 already use its products.

“As AI becomes embedded across the enterprise, the data it can access determines both its value and its risk,” Proofpoint Chief Executive Sumit Dhawan said. He added that AI agents are now reaching into sensitive information and taking action across systems. The combined company will serve more than 16,000 enterprises, and Proofpoint intends to move quickly after closing to integrate products and sales teams.

A committee of independent Varonis directors ran the sale process. Faitelson said the committee reached out to “a range of potential strategic and financial buyers” and called the deal “an excellent outcome for the company and our shareholders.” He said the price is worth more than Varonis could have delivered under its “standalone plan” once risk is taken into account.

By the companies’ own math, Proofpoint is paying about 8.4 times Varonis’ revenue over the past 12 months and about 53 times free cash flow. Varonis’ board approved the agreement unanimously.

The transaction still requires regulatory approvals and approval from Varonis shareholders. The companies expect to close in the first half of 2027, when Varonis’ stock will come off the Nasdaq. Thoma Bravo is providing the equity and has arranged debt financing for the purchase, while Ontario Teachers’ Pension Plan Board is also investing in Proofpoint.