Proofpoint to acquire Varonis for $6.3 billion

Proofpoint’s all-cash offer values Varonis at approximately $6.3 billion, with shareholders receiving $49.75 for each share.[1] The offer represents a 52% premium to Varonis’ June 22, 2026 closing price and is 17% above its September 1 closing price.[1] Proofpoint values Varonis at about 53 times its last-twelve-month free cash flow and 8.4 times its last-twelve-month revenue.[1] Varonis’ board unanimously approved the transaction.[1]

The companies expect the transaction to close in the first half of 2027, subject to customary conditions, including Varonis shareholder and regulatory approvals.[1] Until closing, Proofpoint and Varonis will remain separate and independent companies.[1] Varonis says the announcement will not immediately change customers’ account teams, account numbers, support channels, contracts or solutions.[2] After closing, Varonis common stock will stop trading on Nasdaq and the company will become private.[1]

The companies say their planned platform will help organizations find and protect sensitive data, control access by people and AI, and stop data loss.[1] Proofpoint says it intends to connect communications, identities, permissions, data and AI to help customers identify and respond to risk.[1] It plans to integrate the companies’ capabilities, align their go-to-market efforts and accelerate delivery of the combined platform after closing.[1]

Proofpoint says the combined company would serve more than 16,000 enterprises and millions of organizations globally.[1] Proofpoint also describes the combination as establishing the industry’s largest data and AI cybersecurity organization.[1] Forrester analysts said the companies have complementary strengths in data security but also compete in parts of the market.[5] They also said Proofpoint’s track record of integrating acquired technology has been uneven.[5] Reuters reported that Varonis shares had risen about 30% after media reports in June 2026 that the company was weighing a sale.[4]