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Proofpoint to buy Varonis Systems in $6.3bn all-cash deal

Thoma Bravo-owned Proofpoint agreed to acquire data security firm Varonis Systems for about $6.3 billion in cash, at $49.75 per share.

2 outlets · 0L · 1C · 1R First reported Account updated
Image: CNA
Image: IJR

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The story, neutrally told

Mixed · 2Proofpoint, the cybersecurity company owned by Thoma Bravo, agreed on Thursday 15 October to buy data security firm Varonis Systems in an all-cash deal valued at about $6.3 billion. Mixed · 2Varonis shareholders will receive $49.75 per share in cash, which the companies said is a 52 per cent premium to Varonis' closing price on June 22, the day before initial speculation about a potential sale. Right · 1Varonis' board unanimously approved the agreement, which also includes a $211.7 million termination fee under specified circumstances, including if Varonis ends the deal to accept a superior proposal.

Mixed · 2Varonis shares rose after hours following the announcement, by about 2 per cent in extended trading according to CNA. Centre · 1Reuters had reported in September that Proofpoint was in talks to acquire Varonis. Centre · 1Miami-based Varonis offers cybersecurity services including data classification on cloud storage systems and employee behaviour tracking, while Proofpoint sells software that helps companies guard against cyberattacks.

Centre · 1Thoma Bravo agreed in 2021 to acquire Proofpoint in a take-private deal that valued it at about $12.3 billion.

Every sentence links to the reporting it rests on. The pill in front of each says where its sources sit: Left, Centre or Right when one side supplies at least half of them, Mixed when they are evenly split. The number is how many outlets it cites.

Left0 outlets

No left outlet in our sources has covered this story yet.

Centre1 outlet

Framing
Short wire-style business report placing the deal in context of Thoma Bravo's ownership of Proofpoint and earlier deal talk.
Emphasis
Premium over the pre-speculation price, Thoma Bravo's 2021 take-private of Proofpoint, and Varonis' business.
Leaves out or plays down
Does not mention the termination fee or the board's unanimous approval.
For example
“Thoma Bravo-owned cybersecurity company Proofpoint will buy data security firm Varonis Systems” — CNA

Right1 outlet

Framing
Brief deal announcement focused on terms and shareholder-protection details.
Emphasis
Board approval and the $211.7 million termination fee.
Leaves out or plays down
Does not mention Thoma Bravo's ownership, the 52 per cent premium or earlier Reuters reporting.
For example
“the agreement also provides for a $211.7 million termination fee under specified circumstances” — IJR

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