How the $6.3B Proofpoint-Varonis Acquisition Got here Collectively

The biggest cybersecurity acquisition of 2026 began with preliminary outreach 20 months in the past and included in depth, unsuccessful efforts to get counteroffers from different tech and personal fairness corporations.

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Thoma Bravo Companion Chip Virnig first requested a gathering with Varonis CEO Yaki Faitelson in March 2025, and the 2 sat down for an in-person assembly on June 5, 2025, alongside Thoma Bravo Companion Andrew Almeida and Varonis CFO and COO Man Melamed. Through the assembly, Virnig expressed preliminary curiosity on behalf of Thoma Bravo in a possible strategic transaction with Varonis.

Three months later, Proofpoint CEO Sumit Dhawan contacted Faitelson and expressed curiosity in exploring how the 2 firms might work collectively. The 2 sat down in New York for an in-person assembly with Varonis CTO David Bass on Sept. 29, 2025, the place Dhawan mentioned Proofpoint curiosity in a possible strategic transaction with Varonis. A follow-up assembly happened on Nov. 18. (see: How Proofpoint, Varonis Hope to Safe AI Knowledge Life Cycle).

Varonis disclosed Friday how Proofpoint’s proposed $6.3 billion acquisition got here collectively upfront of a vote on the deal by the agency’s shareholders. BlackRock is Varonis’ largest stockholder and owns 8.7% of the corporate’s inventory, whereas Vanguard Portfolio Administration and Vanguard Capital Administration personal 6.6% and 5.2% stakes in Varonis, respectively. Varonis executives and administrators personal a joint 2.9% stake (see: Proofpoint to Purchase Knowledge Safety Stalwart Varonis for $6.3B)

Thoma Bravo and Varonis entered right into a confidentiality settlement on Dec. 15, 2025, and two days later, Faitelson and Bass sat down in particular person with Thoma Bravo Founder and Managing Companion Orlando Bravo and Managing Companion Seth Boro. The individuals mentioned business tendencies and the potential for a enterprise mixture between Varonis and Proofpoint.

On the request of a non-public fairness agency, Varonis on April 10 entered right into a confidentiality settlement to debate a possible strategic transaction. After an preliminary dialogue, there was no additional engagement.

Upfront of a gathering between Varonis and representatives of Proofpoint/Thoma Bravo, the corporate stood up a transaction committee with 4 board members that may be liable for contemplating strategic alternate options. The committee might contemplate a possible sale of Varonis and the potential for remaining a stand-alone public firm, whereas reserving to the board the ultimate choice.

On April 30 and Might 1, Faitelson, Melamed, and Varonis Vice President of Technique Ron Bennatan met in particular person in Miami with Boro, Dhawan and Jason Hurst, Proofpoint’s government vp for Company Growth. At these conferences, Faitelson and Melamed reviewed varied elements of Varonis’s enterprise and operations, and Dhawan and Hurst offered an outline of Proofpoint.

Three days later, Varonis’ transaction committee directed Goldman Sachs to contact eight expertise corporations that have been thought of the more than likely to have each the strategic rationale and monetary capability to pursue a transaction with Varonis. The transaction committee determined to not have Goldman Sachs attain out to any personal fairness corporations to partly assist mitigate the chance of knowledge leaks, Varonis mentioned.

On Might 17, Dhawan delivered to Faitelson a non-binding letter of intent to amass all excellent Varonis inventory for $36 per share, representing a premium of roughly 28% to Varonis’ Might 15 closing worth. Three days later, Varonis’ transaction committee directed Faitelson to inform Proofpoint that the provide was not at a stage at which the corporate’s board could be ready to proceed with a deal.

By way of potential different suitors, three of the eight initially contacted declined to have interaction, whereas three others expressed curiosity in participating in discussions and have been within the means of signing confidentiality agreements and scheduling conferences with the corporate’s administration. Two of these three acquired a administration presentation, after which one subsequently declined additional engagement.

On July 13, 2026, Varonis held a diligence session with Proofpoint/Thoma Bravo to overview outcomes for the second quarter of 2026, throughout which Proofpoint and Thoma Bravo reiterated their curiosity in pursuing a transaction and indicated that they anticipated to submit a revised proposal. By July 20, solely one of many eight different tech corporations contacted by Varonis remained lively, with restricted curiosity demonstrated.

Following June media reviews of a possible Varonis sale, 4 personal fairness corporations contacted Goldman Sachs or Varonis administration about potential participation within the course of, whereas a fifth expressed curiosity in a joint transaction with a tech agency. Varonis’ transaction committee advised Goldman Sachs to focus their efforts on the counterparties with the very best likelihood of credible curiosity.

Following an in-person assembly with Faitelson and Melamed in Las Vegas on Aug. 5, 2026, throughout Black Hat USA, one of many personal fairness corporations submitted a sign of curiosity to amass all the excellent shares of Varonis inventory at a worth per share between $38.00 and $40.00, representing a reduction of roughly 12% to eight%. Varonis advised the personal fairness agency Aug. 6 it wasn’t .

On Aug. 11, 2026, representatives of Proofpoint/Thoma Bravo verbally conveyed a revised proposal to amass all excellent shares of Varonis inventory at a worth of $43.00 per share. In response, Varonis advised Proofpoint/Thoma Bravo that the corporate was unlikely to be keen on pursuing a transaction absent a significant enhance within the proposed consideration.

Two days later, Proofpoint supplied $46.50 per share, and Varonis countered three days after that with a worth of $54 per share. On Aug. 17, Proofpoint upped its provide to $49.50 per share, and Varonis got here again with $50 per share. Varonis’ transaction committee advised Goldman Sachs to forgo additional engagement with different tech or personal fairness suitors.

The next day, Thoma Bravo delivered its “greatest and remaining” proposal of $49.75 per share. Over the following two months, Varonis uploaded due diligence supplies to its knowledge room, responded to diligence requests from Proofpoint/Thoma Bravo and its advisors, and held in-person administration shows and digital conferences with representatives of Proofpoint/Thoma Bravo and its advisors.

On Sept. 3, Varonis acquired inbound curiosity from one other tech agency, however the firm determined 9 days later to set the inquiry apart due to the tech agency’s restricted historical past of acquisitions, substantial debt it will must incur to finish the transaction, and important inventory element the transaction would doubtless require to make the proposal aggressive.

Throughout Oct. 14 and Oct. 15, Varonis, Proofpoint/Thoma Bravo and their respective representatives labored to finalize the remaining ancillary transaction documentation. On Oct. 15, 2026, following the shut of the monetary markets, the acquisition settlement was executed, and the businesses put out a press launch asserting the deal.