Proofpoint（Thoma Bravo 旗下）以全现金 49.75 美元/股、约 63 亿美元收购 Varonis，溢价仅 4.8%

Varonis Systems ( VRNS ) rose 2.5% in after-hours trading after Proofpoint agreed to acquire the company in all-cash deal valued at ~$6.3 billion. Proofpoint is owned by private equity firm Thoma Bravo. Under terms of the agreement, Varonis ( VRNS ) holders will get $49.75 a a share in cash, according to a statement on Thursday. The price represents a 4.8% premium to Varonis's closing price on Thursday and a premium of 52% to its closing price on June 22, before Bloomberg reported that the company was e xploring a potential sale amid takeover interest. The transaction values Varonis ( VRNS ) at approximately 53x LTM free cash flow and 8.4x LTM revenue. The deal is expected to close in the first half of 2027. Thoma Bravo is providing committed equity financing, and has secured debt financing commitments, to fund the purchase. The Ontario Teachers’ Pension Plan has also agreed to make an investment into Proofpoint in connection with the transaction. Goldman Sachs is acting as exclusive financial advisor and Paul Hastings is serving as legal counsel to Varonis. BofA Securities, Morgan Stanley, JPMorgan Securities, UBS Securities and Mizuho Securities USA are serving as financial advisors, and Kirkland & Ellis is serving as legal counsel to Proofpoint.