Proofpoint is acquiring data security vendor Varonis for approximately $6.3 billion. The deal is expected to close in the first half of 2027, after which Nasdaq will delist Varonis.
Varonis focuses on identifying and classifying sensitive data, managing permissions, and detecting suspicious data usage. Proofpoint is best known for email security, security awareness, and DLP. Together, the companies say they serve more than 16,000 enterprises.
The offer is 52 percent above the June 22 closing price of $32.71, the last full trading day before the first rumors of a sale emerged. In early September, Reuters reported that Proofpoint was in talks with Varonis. Compared with the September 1 closing price of $42.35, the premium still stands at 17 percent. Varonis is thus valued at 8.4 times revenue and 53 times free cash flow over the past twelve months.
AI agents and data
Both companies are positioning the combination as a single platform for securely deploying AI. It is designed to detect and protect sensitive data, determine who, people and AI, can access it, and prevent data loss. Proofpoint CEO Sumit Dhawan highlights the role of agents: “AI agents are increasingly accessing sensitive information and taking action across systems, making it critical for organizations to understand not only what data needs protecting and who can access it, but how it is actually being used.”
According to Varonis CEO and co-founder Yaki Faitelson, an independent board committee conducted an extensive evaluation before the deal. During this process, the company approached various strategic and financial buyers. Once the deal is finalized, Proofpoint plans to quickly integrate the technology and align the go-to-market strategies of both companies.
The Varonis board has unanimously approved the deal. However, shareholders and regulators must still approve it. Until the deal is finalized, both companies will continue to operate independently.
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