Proofpoint, the email and data security company owned by Thoma Bravo, agreed on October 15 to acquire Varonis Systems (Nasdaq: VRNS) for $49.75 a share in cash, in a transaction the companies valued at about $6.3 billion. The price is 52% above Varonis's close on June 22, before the first rumors of a possible sale, and SaasBuzz calculates that it values the business at about 7.9 times the $726 million of annual recurring revenue from its SaaS contracts.
Proofpoint closed its $1.8 billion purchase of Hornetsecurity in December 2025, and agreed to buy Varonis less than a year later. Varonis will report its third-quarter results after the market closes on November 3, without a conference call because of the pending sale.
What Proofpoint is paying
The $6.3 billion is the companies' headline figure, and their release does not say how it is built. Reuters reported that the offer values Varonis's equity at $5.71 billion, which matches $49.75 times the 114.86 million shares Varonis had outstanding on July 24, according to its second-quarter 10-Q filing. Adding the 9.18 million unvested restricted and performance stock units the filing lists, which the merger agreement converts into the right to a cash amount at the same price, brings the equity to about $6.17 billion.
Varonis held $873 million of cash and marketable securities on June 30 and owed $460 million on convertible notes due 2029. The notes convert at about $67.83 a share, well above the offer, so they count as debt rather than extra shares. On those figures SaasBuzz puts the enterprise value at about $5.76 billion, or 8.4 times Varonis's revenue of $688 million for the 12 months to June 30, the same multiple the companies give.
Measure | Value | Basis |
|---|---|---|
Equity, basic | $5.71B | 114.86M shares |
Equity, with awards | $6.17B | Plus 9.18M units |
Enterprise value | $5.76B | Notes in, cash out |
Trailing revenue | $688M | 12 months to June |
EV to revenue | 8.4x | Matches the companies |
EV to SaaS ARR | 7.9x | $726M, June 30 |
Source: SaasBuzz calculations from Varonis's 10-Q for the quarter to June 30, its 2025 10-K and its 8-K of October 15. The equity figures leave out any stock options.
The ARR multiple is lower than the revenue multiple because Varonis is in the last stage of moving customers to SaaS. Its SaaS ARR rose 52% in a year, from $478.3 million, while total revenue grew 18% in the second quarter, and the company has set December 31, 2026 as the end of life for its self-hosted product.
Measured from Varonis's $42.35 close on September 1, the last full trading day before further media reports of a sale, the premium is 17.5%, which the companies round to 17%. Varonis shares rose about 2.7% in extended trading after the announcement, Reuters reported.
The terms
Thoma Bravo funds have committed the equity and banks have committed debt financing, according to the 8-K Varonis filed with the agreement, and Proofpoint's obligation to close has no financing condition. Ontario Teachers' Pension Plan has also agreed to invest in Proofpoint in connection with the deal, the companies said.
Varonis pays a $211.7 million termination fee if its board changes its recommendation or it accepts a better offer, about 3.7% of the basic equity value.
Proofpoint pays a reverse termination fee of $423.3 million in some cases, including if it fails to close once the conditions are met.
There is no go-shop. A customary no-shop clause bars Varonis from soliciting other bids.
Closing needs a majority of Varonis shareholders, US antitrust clearance and some foreign approvals. Either side can walk away after July 15, 2027, with three more months allowed for regulators.
Co-founder and CEO Yaki Faitelson, who owns about 0.67% of the shares, agreed to vote for the deal and will serve as a non-executive officer for 18 months after it closes.
Faitelson said a committee of independent directors ran a process that "included extensive outreach to a range of potential strategic and financial buyers." In an interview with Calcalist that Varonis filed with the SEC, he said Proofpoint approached Varonis.
What it means for Varonis customers
Nothing changes before the deal closes, Varonis told customers in an October 15 email it later filed with the SEC: the same account team, account number and support channels, and "no changes to your existing contracts." The two companies will run separately until then.
After closing, Proofpoint intends to move quickly to integrate the two companies' capabilities and align their sales efforts, the release said. Sumit Dhawan, Proofpoint's CEO, described the aim as "connecting communications, identities, permissions, data, and AI." Neither company has said which products will be combined. Varonis told partners in a filed FAQ that it is "too early for us to contemplate how we will integrate with Proofpoint."
There is some overlap to settle. Proofpoint already owns Normalyze, a data security posture management (DSPM) company it agreed to buy in October 2024, and Varonis's 10-Q lists DSPM among its own capabilities. In the Calcalist interview, Faitelson said Proofpoint has an extensive platform "but lacks a product in our specific category."
For security leaders, that means fewer vendors and a partner with even greater resources behind it.Yaki Faitelson, CEO of Varonis, in a blog post filed with the SEC, October 15, 2026
Fewer vendors also means more of a buyer's data security budget with one Thoma Bravo company. Customers still on Varonis's self-hosted product reach its end-of-life date before the deal is expected to close. When Proofpoint bought Hornetsecurity, it kept it as a dedicated business unit serving managed service providers and small businesses. The companies have not said how Varonis will be organized inside Proofpoint.
