Varonis to Be Acquired by Proofpoint for $49.75/Share in $6.3B All-Cash Deal
VRNS has more than doubled off its 52-week low of $19.7.
Summary
Varonis agreed to be acquired by Proofpoint for $49.75 per share in cash, a $6.3B deal at a 52% premium to its pre-rumor price. The transaction is expected to close in the first half of 2027.
Key Events · M&A and Partnerships · VRNS
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Definitive Merger Agreement Signed
Proofpoint (Thoma Bravo) will acquire Varonis for $49.75 per share in cash, a transaction valued at approximately $6.3 billion.
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Premium to Pre-Rumor Price
The $49.75 offer is a 52% premium to Varonis' $32.71 close on June 22, 2026, and a 17% premium to its $42.35 close on September 1, 2026.
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Termination Fees Set
Varonis would owe Proofpoint a $211.7M termination fee; Proofpoint would owe Varonis a $423.3M reverse termination fee under specified circumstances.
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Closing Expected First Half 2027
The deal requires Varonis shareholder approval and regulatory clearances (HSR and foreign), with closing targeted for the first half of 2027.
Analysis · VRNS · Technology
Varonis has signed a definitive agreement to be acquired by Thoma Bravo-owned Proofpoint for $49.75 per share in cash, valuing the company at roughly $6.3 billion. That price represents a 52% premium to the $32.71 close on June 22, 2026, before sale rumors, and a 17% premium to the $42.35 close on September 1, 2026. The deal requires a shareholder vote and regulatory approvals, with a $211.7M break fee payable by Varonis and a $423.3M reverse fee payable by Proofpoint. Closing is expected in the first half of 2027, after which Varonis shares will be delisted from Nasdaq.
At the time of this filing, VRNS was trading at $48.63 on NASDAQ in the Technology sector, with a market capitalization of approximately $5.4B. The 52-week trading range was $19.70 to $63.80. This filing was assessed with positive market sentiment and an importance score of 10 out of 10.