Thoma Bravo’s Proofpoint inks $6.3bn take-private of data security firm Varonis
Shareholders to receive $49.75 a share in cash. The price values Varonis at 8.4x LTM revenue. Ontario Teachers’ to invest in Proofpoint alongside the deal.
The private equity firm Thoma Bravo has initiated the take-private acquisition of Varonis Systems through its portfolio company, Proofpoint. This all-cash transaction is valued at approximately $6.3 billion and will result in Varonis Systems, a Nasdaq-listed data security company based in Miami, becoming a private entity. The acquisition represents a strategic move to consolidate and expand capabilities within the cybersecurity sector.
Varonis shareholders are set to receive $49.75 per share in cash. This offer reflects a 52 percent premium over the company’s closing price of $32.71 on June 22, 2026, which was the final trading day before initial speculation regarding a potential sale. Additionally, it constitutes a 17 percent premium when compared to its closing price of $42.35 on September 1, 2026, the last trading day prior to further media reports concerning a possible sale.
The valuation of Varonis in this transaction is approximately 53 times its last-12-months free cash flow and 8.4 times its last-12-months revenue. Thoma Bravo is responsible for providing the necessary committed equity financing to facilitate the purchase. Furthermore, debt financing commitments have been secured to complete the transaction.
In connection with this acquisition, the Ontario Teachers’ Pension Plan has committed to invest in Proofpoint. The board of directors at Varonis unanimously approved the sale following an extensive review process, which was spearheaded by a dedicated committee. This indicates a consensus within Varonis regarding the benefits and strategic alignment of the acquisition.
This transaction signals a continued trend of consolidation within the data security and broader cybersecurity sector, driven by private equity interest in established, publicly traded companies. The significant premiums paid suggest confidence in the long-term growth prospects and strategic value of data security assets. Such deals reflect ongoing efforts to build more comprehensive platforms and achieve economies of scale in an increasingly complex threat landscape, potentially leading to further M&A activity as firms seek to strengthen their market positions and technological offerings.