Proofpoint to Acquire Varonis for $6.3 Billion at 52% Premium
Thoma Bravo's Proofpoint has entered into an agreement to acquire Nasdaq-listed Varonis for $6.3 billion in cash, representing a 52% premium over its June 22 closing price.
Proofpoint, a Thoma Bravo company, entered into a merger agreement on October 15 to acquire Nasdaq-listed Varonis Systems for $49.75 per share in cash, valuing the transaction at approximately $6.3 billion, according to Fintech Global.
The offer price represents a 52% premium over the stock's closing price on June 22, and Varonis's board of directors unanimously approved the transaction.
The deal is expected to close in the first half of 2027, after which Varonis shares will be delisted from Nasdaq and become a privately held company.
Thoma Bravo is providing equity capital commitments and secured debt instruments to fund the deal, with the Ontario Teachers' Pension Plan participating as a co-investor in Proofpoint.
What do these terms mean?
Merger Agreement: A binding contract between two companies that outlines the terms, price, and timeline of a transaction prior to completion.
Premium: The difference between the purchase offer price and the stock's market price prior to the announcement, typically measured as a percentage.
Delisting: The removal of a company's shares from public trading, which usually occurs after a complete acquisition.
Secured Instruments: Debt obtained by a borrower against collateral, such as assets or shares, pledged to the creditor in the event of default.
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