Proofpoint to Acquire Varonis Systems in an All-Cash Transaction at $49.75 Per Share

Varonis Systems, Inc. (VRNS) announced it has entered into a definitive merger agreement to be acquired by Proofpoint, Inc., an affiliate of funds advised by Thoma Bravo, L.P. Under the terms of the agreement, Varonis shareholders will receive $49.75 in cash for each share of common stock they own. The transaction is expected to close in the first half of 2027.

Key Details

• Merger Consideration: Each share of Varonis common stock will be converted into the right to receive $49.75 in cash.
• Transaction Timeline & Conditions: The merger is expected to close in the first half of 2027, subject to customary closing conditions, including approval by Varonis stockholders and regulatory clearances. The transaction is not subject to a financing condition.
• Termination Fees: The agreement includes a termination fee of $211.7 million payable by Varonis and a reverse termination fee of $423.3 million payable by Proofpoint under specified circumstances.
• CEO Support: Varonis CEO Yaki Faitelson entered into a Support Agreement to vote his shares (approx. 0.67% of outstanding shares) in favor of the merger. He will also provide services as a non-executive officer for 18 months following the closing.