Varonis Systems to be acquired by Thoma Bravo-backed Proofpoint for $49.75 per share in cash
VARONIS SYSTEMS INC
Varonis (VRNS) signed a Merger Agreement on Oct 15, 2026 with Proofpoint, Inc., a Thoma Bravo affiliate, and Vail Merger Sub, Inc.; each share converts to $49.75 cash.
The Merger is expected to close in the first half of 2027; VRNS shares will be delisted from Nasdaq and deregistered under the Exchange Act.
CEO Yaki Faitelson, who holds about 0.67% of shares, signed a Support Agreement to vote for the deal and will serve as a non-executive officer for 18 months after closing.
Varonis would owe Parent a $211,700,000 termination fee; Parent would owe a $423,300,000 reverse termination fee, with an outside date of July 15, 2027.
The Merger is a Make-Whole Fundamental Change under Varonis' 1.00% Convertible Senior Notes due 2029; Parent's obligations are not subject to a financing condition.
On October 15, 2026, Mr. Faitelson entered into a term sheet with Parent, pursuant to which Mr. Faitelson will provide services as a non-executive officer for an 18-month period following the Closing.
Key facts
Extracted from this filing and checked against the source text.
Executive changeSEC 8-K Item 5.02confidence 0.75
Yaki Faitelson changed role as non-executive officer at VARONIS SYSTEMS INC.
Action
will provide services as a non-executive officer
Role
non-executive officer
Exact text from the filing
On October 15, 2026, Mr. Faitelson entered into a term sheet with Parent, pursuant to which Mr. Faitelson will provide services as a non-executive officer for an 18-month period following the Closing.
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