Proofpoint’s $6.3B Varonis Acquisition Followed a 20-Month Deal Process
Summary
Varonis disclosed that Proofpoint and Thoma Bravo’s $6.3 billion acquisition process began with outreach in March 2025 and culminated in an agreement signed Oct. 15, 2026, after negotiations and outreach to other potential buyers.
Key points
- Thoma Bravo first approached Varonis in March 2025; Proofpoint expressed interest three months later.
- Varonis formed a transaction committee and contacted eight technology firms about a potential deal.
- Proofpoint’s offer rose from $36 per share in May to $49.50 in August; Varonis countered at $50 per share.
- Thoma Bravo delivered a “best and final” proposal of $49.75 per share on Aug. 18.
- After due diligence and final negotiations, the companies signed the acquisition agreement on Oct. 15, 2026.
Article Details
- Event Type
- Cybersecurity company acquisition agreement
- Impact
- Proofpoint agreed to acquire Varonis in a transaction valued at $6.3 billion. The acquisition agreement was executed on October 15, 2026, and announced after markets closed. Varonis shareholders had yet to vote on the deal.
People
Andrew AlmeidaThoma Bravo partner who participated in an early meeting with Varonis about a potential strategic transaction.Chip VirnigThoma Bravo partner who initiated discussions with Varonis about a potential strategic transaction.David BassVaronis CTO who participated in meetings with Proofpoint and Thoma Bravo about the potential transaction.Guy MelamedVaronis CFO and COO who participated in transaction discussions, negotiations, and management presentations.Jason HurstProofpoint executive vice president for Corporate Development who participated in transaction discussions with Varonis.Orlando BravoThoma Bravo founder and managing partner who participated in discussions with Varonis about a potential business combination.Ron BennatanVaronis vice president of strategy who participated in meetings with Proofpoint and Thoma Bravo about the transaction.Seth BoroThoma Bravo managing partner who participated in discussions and negotiations concerning the transaction.Sumit DhawanProofpoint CEO who contacted Varonis to discuss a potential transaction and conveyed acquisition proposals.Yaki FaitelsonVaronis CEO who participated in acquisition discussions and negotiations with Thoma Bravo and Proofpoint.
Vendors
ProofpointThree months later, Proofpoint CEO Sumit Dhawan contacted Faitelson and expressed interest in exploring how the two companies could work together. The two sat down in New York for an in-person meeting with Varonis CTOVaronisThoma Bravo Partner Chip Virnig first requested a meeting with Varonis CEO Yaki Faitelson in March 2025, and the two sat down for an in-person meeting on June 5, 2025, alongside Thoma Bravo Partner Andrew Almeida and