Proofpoint plans to move quickly after closing to integrate the two companies’ capabilities, as demand grows for cybersecurity that covers AI agents as well as people.
Proofpoint has agreed to acquire Miami-based cybersecurity player Varonis Systems for $6.3bn in a bid to create a stronger offering against growing AI-powered security threats. Under the all-cash deal, Varonis shareholders will receive $49.75 a share, a 52pc premium on the company’s closing share price on 22 June, the last full trading day before rumours of a potential sale first emerged.
Varonis provides a data security platform that gives organisations automated visibility and control over their critical data, and it pitches itself as a company that secures AI and the data behind it.
Proofpoint itself was acquired by software investment firm Thoma Bravo in 2021, at which time it was taken private, in a deal valued at around $12. Varonis will also now be taken private and will delist from the Nasdaq once the transaction closes.
Thoma Bravo is providing committed equity financing, and has secured debt financing commitments to fund the purchase, the companies said, in what they said will create “a new cybersecurity powerhouse to deliver a complete security platform that protects against AI-accelerated threats and data risks”. Ontario Teachers’ Pension Plan has also agreed to invest in Proofpoint as part of the transaction.
The combined company will serve more than 16,000 enterprises, and Proofpoint said it intends to move quickly after closing to integrate the two companies’ capabilities and align their go-to-market efforts.
Proofpoint said the move is a “defining step in Proofpoint’s evolution into a cybersecurity platform built for the future of AI”.
“As AI becomes embedded across the enterprise, the data it can access determines both its value and its risk,” said Sumit Dhawan, CEO of Proofpoint. “AI agents are increasingly accessing sensitive information and taking action across systems, making it critical for organisations to understand not only what data needs protecting and who can access it, but how it is actually being used.
“By connecting communications, identities, permissions, data, and AI, we are creating an intelligence advantage that helps customers see risk more clearly, respond faster, and defend against the next generation of AI risks.”
“Our mission is to secure AI and the data that powers it. By joining forces with Proofpoint, we can achieve this mission faster than ever,” said Yaki Faitelson, co-founder, CEO and chair of Varonis.
The transaction has been unanimously approved by the Varonis board and is expected to close in the first half of 2027, subject to the usual closing conditions, including approval by Varonis shareholders and regulatory approvals. Until then, Proofpoint and Varonis will continue to operate as separate, independent companies.
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