The deal aims to turn Proofpoint into an even bigger force in the red-hot data and AI security market.
Proofpoint announced Thursday it has reached an agreement to acquire Varonis in a $6.3 billion deal that aims to turn the vendor into an even bigger force in the red-hot data and AI security market.
The deal by Thoma Bravo-owned Proofpoint to acquire publicly traded Varonis is expected to close during the first half of 2027, the companies said.
[Related: Proofpoint Ramping Up Big MSP Growth Push In North America: Exec]
Upon completion of the deal, the combination would create “one of the world’s leading pure-play cybersecurity companies,” while “establishing the industry’s largest data and AI cybersecurity organization,” the companies said in a news release Thursday.
What follows are five key things to know about Proofpoint’s $6.3 billion acquisition of Varonis.
Varonis To Go Private
Under the agreement, Proofpoint is offering to pay Varonis shareholders $49.75 per share in cash, which values the transaction at approximately $6.3 billion.
The price represents a 52-percent premium to Varonis’ closing share price of $32.71 on June 22—just prior to “initial rumors about a potential sale”—along with a 17-percent premium to the vendor’s closing price of $42.35 on Sept. 1 prior to additional reports, the companies said.
Private equity firm Thoma Bravo, which owns Proofpoint, is providing equity and debt funding for the deal, according to the news release.
Proofpoint has been eyeing an initial public offering for as soon as this year, Proofpoint CEO Sumit Dhawan told CRN previously.
Products To Be Integrated
In its release, Proofpoint said that it intends to “move quickly” after closing the acquisition of Varonis to integrate the capabilities of both companies, as well to “align go-to-market efforts” and “accelerate delivery of the combined platform to customers.”
The combined company “intends to deliver a unified platform that helps organizations adopt AI with confidence,” including through discovery and protection of sensitive data as well as control over human and AI access to an organization’s resources, the companies said in the release.
The companies said their combined business would ultimately serve more than 16,000 enterprise customers and “millions of organizations” overall.
AI Agent Security Is Key
Notably, Proofpoint is putting a major focus on the growing risks associated with AI agents and what they can access.
In a blog post Thursday, Dhawan wrote that the “next fundamental shift” in cybersecurity is around “securing the data that powers AI and governing how AI agents and people interact with it.”
The proposed acquisition of Varonis by Proofpoint aims to address data access issues related to agents, as well as the actions that agentic tools are able to perform, the companies said.
Unified Data And AI Security Platform
Proofpoint is seeking to combine its capabilities with those of Varonis across segments including data security posture management and data access governance, as well as data loss prevention, AI governance and insider risk, according to Dhawan.
“Our vision extends beyond just integrating technologies,” he wrote in the post. “By connecting what people and AI agents can access with how they interact with and use data, we intend to unify threat protection, data security, and AI governance.”
Dhawan pointed to Proofpoint’s existing broad deployment—including scans of 2.37 trillion emails, along with ingestion of 410 billion data security events, on an annual basis.
“These powerful signals feed Proofpoint’s Knowledge Graph, strengthening our AI models with deep intelligence into cyber threats, human behavior and data risk,” he wrote.
“Combined with Varonis’ visibility into sensitive data, access privileges, and usage, we envision a powerful foundation for intelligent, adaptive security,” Dhawan wrote. “By bringing these signals together with modern agentic security platforms, we intend to enable customers to continuously discover, classify, and protect sensitive data, enforce policies and remediate risks at machine speed.”
Second Billion-Dollar Acquisition In A Year
For Proofpoint, the planned Varonis acquisition comes less than a year after the vendor completed its $1.8 billion acquisition of Hornetsecurity.
Proofpoint completed its deal for the Microsoft 365 security specialist in December 2025, which at the time was the largest acquisition in Proofpoint’s history.
The acquisition enabled Proofpoint to expand beyond the enterprise with a major push into the U.S. SMB market around Hornetsecurity’s MSP-friendly offering, Dhawan told CRN at the time.
“This is a watershed moment,” he said in the interview. “For our partners, if you have had any engagement with Proofpoint [in the past]—and have wished that the power of Proofpoint defense was available for customers of a smaller size—now you have it.”
The acquisition was a clear indication that the email and data security powerhouse vendor has been making the right moves to ramp up its efforts with MSPs, said Brian Betzen, founder and chief technologist at veraTECH Solutions, an Austin-based MSP.
While Proofpoint has long excelled at the enterprise side of security, Hornetsecurity had “nailed down MSP-centric, SMB email security—and that was something that Proofpoint was lacking,” Betzen said. “It was a very good idea for them to bring in Hornetsecurity for them to increase their base—and be able to service the MSP market that specifically works with the SMB vertical.”
