VARONIS SYSTEMS acquired by THOMA BRAVO

Proofpoint, a portfolio company of Thoma Bravo, agreed on 15 October 2026 to acquire Varonis Systems in an all-cash transaction at an enterprise value of $1–10bn, an EV/revenue multiple of 8.4x on last-twelve-month revenue of $450–900M. Varonis shareholders were to receive cash for each share, a premium of 52% to the closing price on 22 June 2026, the last full trading day before the first reports of a possible sale, and of 17% to the close on 1 September 2026, before further press coverage. The Varonis board approved the deal unanimously, after a review led by a committee of independent directors who approached both strategic and financial buyers. That process followed press reports in June 2026 that the company was weighing a sale after takeover interest from private equity firms. Thoma Bravo committed equity financing and secured debt financing commitments to fund the purchase, and Ontario Teachers’ Pension Plan agreed to invest in Proofpoint alongside the transaction. Completion was expected in the first half of 2027, subject to approval by Varonis shareholders and to regulatory clearances, with the two companies operating separately until then. On closing, Varonis was to become a private company and its shares to stop trading. The combined business was to serve more than 16,000 enterprises and millions of organisations worldwide. Proofpoint planned to bring the two product sets together into a single platform covering the discovery and protection of sensitive data, access control for both people and AI systems, and data loss prevention, while aligning the two sales organisations. Thoma Bravo had itself taken Proofpoint private in 2021. Goldman Sachs acted as exclusive financial adviser to Varonis, with Paul Hastings as legal counsel. BofA Securities, Morgan Stanley, J.P. Morgan Securities, UBS Securities and Mizuho Securities USA advised Proofpoint, with Kirkland & Ellis as legal counsel.