DA Davidson analyst Rudy Kessinger downgraded Varonis Systems (NASDAQ: VRNS) from Buy to Neutral with a price target of $49.75.

The analyst comments: “This afternoon AMC, it was announced that Proofpoint has agreed to acquire VRNS in an all cash transaction for $49.75/shr. in a deal that values VRNS at $6.3B. We are thus downgrading VRNS to NEUTRAL from BUY and lowering our PT from $55 to the deal price of $49.75.

This afternoon, it was announced that VRNS has entered into a definitive agreement to be acquired by Proofpoint (owned by Thoma Bravo) for $6.3B or $49.75 per share in an all cash transaction. This is a ~6% premium to today's closing price, but is a 52% premium vs. the closing price on 6/22, the last full trading day prior to the initial takeout rumors surfacing. The transaction is expected to close in 1H'27. See the announcement.”

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Shares of Varonis Systems closed at $47.34 yesterday.