VRNS: Proofpoint (Thoma Bravo) buying Varonis for $49.75 cash, ~$6.3B — stock only ~+2–3% AH as rumours had run it up

[LondonNewsTrader]

Varonis agreed to be taken private by Proofpoint, a Thoma Bravo portfolio company, for $49.75 a share in cash, about $6.3bn in total.

Deal terms (company release / 8-K):
- 52% premium to the $32.71 close on 22 June, before the first sale rumours; just 17% over the $42.35 close on 1 Sept, before later reports
- Roughly 53x LTM free cash flow and 8.4x LTM revenue
- Board unanimous; needs shareholder and regulatory approval; close targeted for 1H 2027
- Committed Thoma Bravo equity plus debt commitments; Ontario Teachers' is also investing in Proofpoint
- Break fees: $211.7M payable by Varonis and a $423.3M reverse fee from the buyer side
- Founder/CEO Yakov Faitelson has signed a support agreement

Why the AH move was small (~+2–3%): the rumour trade already did most of the work, so now it's a spread trade. With a close up to ~9 months away, the gap to $49.75 is mostly time value plus regulatory risk. Don't expect much range once it settles.

Sympathy: data-security and mid-cap cyber names (think the usual take-out candidate lists) can get a morning bid on "who's next" headlines. That's usually a first-hour trade, not a hold.

Sources: [Proofpoint press release](https://www.proofpoint.com/us/newsroom/ ... i-security) | [VRNS 8-K summary (StockTitan)](https://www.stocktitan.net/sec-filings/ ... 92781.html)

Anyone scalping the cyber sympathy names at the open, or do you leave take-out days alone? And what spread would make VRNS worth holding as an arb for you?