Varonis Systems Inc. (NASDAQ:VRNS) stock gained in Friday’s premarket trading after cybersecurity company Proofpoint Inc. announced that it would acquire Varonis in an all-cash deal valued at approximately $6.3 billion, or $49.75 per share.
Following the deal announcement, Rosenblatt downgraded Varonis to Neutral with a $49.75 price forecast, Needham cut the stock to Hold, and Wedbush maintained Neutral while raising its forecast to $49.75.
Proofpoint Offers $49.75 Per Varonis Share
Under the agreement, Varonis shareholders will receive $49.75 per share in cash, valuing the company at about 53 times trailing 12-month free cash flow and 8.4 times trailing 12-month revenue.
The offer represents a 52% premium to Varonis’ June 22 closing price of $32.71 and a 17% premium to its Sept. 1 closing price of $42.35.
Varonis’ board unanimously approved the deal, which is expected to close in the first half of 2027, subject to shareholder and regulatory approvals and customary closing conditions.
Thoma Bravo, Proofpoint’s owner, is providing committed equity financing and has secured debt financing commitments. Ontario Teachers’ Pension Plan also agreed to invest in Proofpoint.
After closing, Varonis will become privately held, and its shares will stop trading on Nasdaq. The companies will continue operating independently until then.
The combined company is expected to serve more than 16,000 enterprises and millions of organizations globally, with Proofpoint planning to integrate the companies’ data, access and cybersecurity capabilities.
Varonis CEO, co-founder and Chairman Yaki Faitelson said the transaction followed a review by an independent board committee that included outreach to potential strategic and financial buyers.
Earnings and Analyst Outlook
Varonis is scheduled to report third-quarter 2026 results after the market closes on Nov. 3. The company will not hold an earnings conference call because of the announced transaction.
Wall Street expects EPS of 3 cents, compared with 6 cents a year earlier, and revenue of $186.77 million, up from $161.58 million in the prior-year period.
The stock carries a Buy consensus rating with an average analyst price forecast of $50.32. Recent analyst actions include:
- Rosenblatt: Downgraded to Neutral and lowered its price forecast to $49.75 on Oct. 16
- Needham: Downgraded to Hold on Oct. 16
- Wells Fargo: Maintained Overweight and raised its price forecast to $53 on Oct. 15
VRNS Stock Price Activity: Varonis Systems shares were trading up 2.96% at $48.74 during premarket trading on Friday, according to Benzinga Pro data.
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