Investing.com -- Varonis Systems (NASDAQ: VRNS) shares climbed 2.7% in after-hours trading Thursday following the announcement that Proofpoint will acquire the company in an all-cash transaction valued at approximately $6.3 billion.

Under the terms of the agreement, Varonis shareholders will receive $49.75 per share in cash. The purchase price represents a premium of 52% to Varonis' closing stock price of $32.71 on June 22, the last full trading day prior to initial rumors about a potential sale of the company.

The transaction, which has been unanimously approved by the Varonis Board of Directors, is expected to close in the first half of 2027, subject to customary closing conditions, including approval by Varonis shareholders and receipt of regulatory approvals. Upon completion, Varonis' common stock will cease trading on the Nasdaq, and the company will become private.

Thoma Bravo, Proofpoint's owner, is providing committed equity financing and has secured debt financing commitments to fund the purchase. Ontario Teachers' Pension Plan has also agreed to make an investment into Proofpoint in connection with the transaction.

The combined company will serve more than 16,000 enterprises and millions of organizations globally. Following closing, Proofpoint intends to integrate the companies' capabilities, align go-to-market efforts, and deliver a combined platform to customers.

"This announcement follows a comprehensive evaluation led by a committee of independent members of our Board of Directors, which included extensive outreach to a range of potential strategic and financial buyers," said Yaki Faitelson, Varonis CEO, Co-Founder and Chairman of the Board of Directors.

Until the transaction closes, Proofpoint and Varonis will continue to operate as separate and independent companies. Varonis will announce its financial results for the third quarter on November 3 but will not conduct an earnings conference call in light of the announced transaction.

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