The deal is structured with a reverse termination fee of $423.3 million and no financing condition for Parent, signaling strong commitment from Thoma Bravo. The primary risk to closing is regulatory (HSR and foreign investment reviews). Monitor the proxy filing and shareholder vote timeline; any delays or antitrust pushback would be the key swing factor.
Price Chart
Executive Summary
Varonis Systems has entered into a definitive agreement to be acquired by Proofpoint, Inc., a Thoma Bravo portfolio company, in an all-cash transaction valued at approximately $6.3 billion. Shareholders will receive $49.75 per share, representing a 52% premium to the undisturbed price of $32.71 on June 22, 2026. The merger is expected to close in the first half of 2027, subject to shareholder approval, regulatory clearance, and other customary conditions.
Key Financial Metrics
Key Facts
- Varonis to be acquired by Proofpoint (Thoma Bravo portfolio company) in an all-cash transaction valued at approximately $6.3 billion.
- Shareholders to receive $49.75 per share in cash, a 52% premium to the undisturbed closing price of $32.71 on June 22, 2026.
- Transaction valued at approximately 53x LTM Free Cash Flow and 8.4x LTM Revenue.
- Merger expected to close in the first half of 2027, subject to shareholder approval, HSR and foreign regulatory approvals, and other customary conditions.
- Company termination fee of $211.7 million; reverse termination fee of $423.3 million payable by Parent under specified circumstances.
- CEO Yaki Faitelson, holding ~0.67% of shares, entered into a support agreement to vote in favor of the merger and will provide services as a non-executive officer for 18 months post-closing.
- Parent's obligation to consummate the merger is not subject to any financing condition; committed equity and debt financing are in place.
- Varonis will not hold an earnings conference call for Q3 2026 in light of the transaction.
Financial Impact
All-cash consideration of $49.75 per share, valuing the total transaction at approximately $6.3 billion. The premium is 52% above the undisturbed price of $32.71.
Risk Factors
- Regulatory approval risk under HSR Act and foreign investment laws could delay or block the transaction.
- Shareholder approval required; though the support agreement covers ~0.67% of shares, a significant vote against could complicate the process.
- Integration risk post-close, as the combined entity aims to deliver a unified cybersecurity platform.
- Potential for competing bids or shareholder litigation challenging the deal terms.
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-109901 |
| Document: ea0308610-8k_varonis.htm | 0001213900-26-109901 |
| Document: ea030861001ex10-1.htm | 0001213900-26-109901 |
| Document: ea030861001ex99-1.htm | 0001213900-26-109901 |
| Document: 0001213900-26-109901-index-headers.html | 0001213900-26-109901 |
| Document: 0001213900-26-109901-index.html | 0001213900-26-109901 |
| Document: 0001213900-26-109901.txt | 0001213900-26-109901 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 5d ago | DEFA14A | $48.88 | awaiting T+5 | — | $49.11 (+0.47%) |
Oct 19, 2026 8d ago | DEFA14A | $48.68 $49.20 | ▲ +1.06% | ▲ +1.03% | $49.11 (+0.88%) |
Oct 16, 2026 11d ago | DEFA14A | $48.70 $49.14 | ▲ +0.89% | ▲ +1.04% | $49.11 (+0.84%) |
Oct 15, 2026 12d ago | DEFA14A | $48.72 $48.88 | ▲ +0.33% | ▲ +0.76% | $49.11 (+0.80%) |
Oct 15, 2026 12d ago | DEFA14A | $48.72 $48.89 | ▲ +0.35% | ▲ +0.26% | $49.11 (+0.80%) |
Oct 15, 2026 12d ago | 8-K | $48.72 $48.89 | ▲ +0.35% | ▲ +0.26% | $49.11 (+0.80%) |
Jul 28, 2026 13w ago | Press Release | $40.65 $43.40 | ▲ +6.77% | ▲ +1.24% | $49.11 (+20.81%) |
Jun 2, 2026 21w ago | 8-K | $33.51 $32.90 | ▼ −1.82% | ▲ +2.00% | $49.11 (+46.55%) |
Apr 28, 2026 26w ago | 8-K | $27.29 $27.41 | ▲ +0.44% | ▼ −2.67% | $49.11 (+79.96%) |
Apr 17, 2026 27w ago | DEFA14A | $24.22 $24.53 | ▲ +1.28% | ▲ +0.73% | $49.11 (+102.77%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers