Proofpoint to acquire Varonis in USD6.3b cybersecurity deal
Proofpoint has agreed to acquire Varonis Systems in an all-cash transaction valued at approximately USD 6.3 billion, bringing together two major cybersecurity companies focused on protecting enterprise data, users, and AI systems. Varonis shareholders will receive USD 49.75 per share in cash.
The combination is expected to create one of the world’s largest pure-play cybersecurity companies, serving more than 16,000 enterprises. Proofpoint plans to integrate Varonis’ data security capabilities with its existing human, agent, and communications security platform as organizations increase their use of AI.
The transaction has been unanimously approved by Varonis’ board and is expected to close in the first half of 2027, subject to shareholder and regulatory approvals. Thoma Bravo, which owns Proofpoint, is providing committed equity financing and has secured debt commitments, while Ontario Teachers’ Pension Plan has agreed to invest in Proofpoint in connection with the acquisition. Following completion, Varonis will become a private company and its shares will cease trading on Nasdaq.
Paul Hastings represented Varonis, with a team led by Eduardo Gallardo, Jon Kubek, Colin Diamond, Olivier Souleres, K. Michael McKenna, Tiffany Monzon, Andrew Brooksbank, Shai V. Marshall, Josh Soven, Sally Evans, Charles Ramsey, Sasha Belinkie, Dan Stellenberg, Steph Lao, Andrew Davis, Sarah Gagan, and Tracey Chenoweth.
Herzog served as Israeli counsel for Varonis, led by Yuval Meidar.
Kirkland & Ellis represented Proofpoint.
