PROOFPOINT has agreed to acquire data and AI security firm Varonis in an all-cash deal valued at about $6.3 billion, with the transaction expected to close in the first half of 2027. Varonis shareholders will receive $49.75 per share, representing a 52% premium to the closing price of $32.71 on 22 June 2026.
Thoma Bravo, which owns Proofpoint, is providing committed equity financing and has secured debt financing commitments to fund the deal, with Ontario Teachers’ Pension Plan also investing in Proofpoint in connection with the transaction. Until the deal closes, the two companies will continue to operate as separate and independent entities; Varonis will become a private company after closing.
Varonis markets a SaaS data security platform that locates and classifies sensitive data across cloud, SaaS and on-premises environments, maps who has access, and monitors data usage. Its Atlas platform covers AI systems built or used by organisations, offering AI inventory, posture management, security testing, runtime guardrails and compliance reporting. The company also provides an email and browser security product and a managed data detection and response service.
Proofpoint’s portfolio includes email security to block phishing, BEC, ransomware and malware, with extensions to messaging apps and cloud accounts, alongside data loss prevention, insider risk management and data security posture management. Proofpoint recently launched AI Security to govern how employees and AI agents use AI tools and flag out-of-policy actions. The plan is to integrate the two firms’ capabilities into a unified data and AI security platform after the deal closes.