The stock will trade near the $49.75 offer price until close, with the spread reflecting deal-closing risk (regulatory, shareholder vote). Monitor for any regulatory pushback or competing bids that could widen the spread.
Price Chart
Executive Summary
Varonis Systems filed this DEFA14A to distribute internal and external communications regarding its definitive agreement to be acquired by Proofpoint, Inc. (backed by Thoma Bravo) in an all-cash transaction valued at approximately $6.3 billion, or $49.75 per share. The emails, blog post, and social media posts are soliciting shareholder support for the merger, which is expected to close in the first half of 2027.
Key Financial Metrics
Key Facts
- Varonis entered into a definitive agreement to be acquired by Proofpoint, Inc. 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.
- Proofpoint is backed by Thoma Bravo, the world's largest software-focused investment firm.
- The combined company plans to build a comprehensive AI and data security platform.
Financial Impact
All-cash acquisition valued at approximately $6.3 billion, or $49.75 per share — a 52% premium to the undisturbed price.
Risk Factors
- Failure to obtain shareholder approval or regulatory clearance could delay or block the merger.
- The company may be required to pay a termination fee if the merger agreement is terminated under certain circumstances.
- Integration risks and potential disruption to ongoing business operations during the pendency of the transaction.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (Primary) | 0001213900-26-109935 |
| Document: 0001213900-26-109935-index-headers.html | 0001213900-26-109935 |
| Document: 0001213900-26-109935-index.html | 0001213900-26-109935 |
| Document: 0001213900-26-109935.txt | 0001213900-26-109935 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 4d ago | DEFA14A | $48.88 | awaiting T+5 | — | $49.15 (+0.55%) |
Oct 19, 2026 7d ago | DEFA14A | $48.68 | awaiting T+5 | — | $49.15 (+0.97%) |
Oct 16, 2026 10d ago | DEFA14A | $48.70 $49.14 | ▲ +0.89% | ▲ +1.04% | $49.15 (+0.92%) |
Oct 15, 2026 11d ago | DEFA14A | $48.72 $48.88 | ▲ +0.33% | ▲ +0.76% | $49.15 (+0.88%) |
Oct 15, 2026 11d ago | DEFA14A | $48.72 $48.89 | ▲ +0.35% | ▲ +0.26% | $49.15 (+0.88%) |
Oct 15, 2026 11d ago | 8-K | $48.72 $48.89 | ▲ +0.35% | ▲ +0.26% | $49.15 (+0.88%) |
Jul 28, 2026 12w ago | Press Release | $40.65 $43.40 | ▲ +6.77% | ▲ +1.24% | $49.15 (+20.91%) |
Jun 2, 2026 20w ago | 8-K | $33.51 $32.90 | ▼ −1.82% | ▲ +2.00% | $49.15 (+46.67%) |
Apr 28, 2026 25w ago | 8-K | $27.29 $27.41 | ▲ +0.44% | ▼ −2.67% | $49.15 (+80.10%) |
Apr 17, 2026 27w ago | DEFA14A | $24.22 $24.53 | ▲ +1.28% | ▲ +0.73% | $49.15 (+102.93%) |
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