Filing Flows › Varonis Systems (VRNS) › Takeover & LBO
Is Varonis Systems (VRNS) a takeover target?
A leveraged buyout does not work for Varonis Systems on its latest figures: it has no positive EBITDA to borrow against (−$144M over the last 12 months, on revenue of $716M). Latest signal (2026-10-15): Agreed sale to Proofpoint, Inc. at $49.75 cash a share · pending.
Why a leveraged buyout does not fit
A leveraged buyout is paid for mostly with debt that the company's own cash flow repays. Varonis Systems' EBITDA over the last 12 months was −$144M on revenue of $716M, so there is nothing to lend against and nothing to repay a loan with: a buyer would have to pay almost entirely with its own money. That is the kind of deal another company — a strategic buyer that wants the products, the pipeline or the technology — makes, not a private-equity fund. The model therefore gives no buyout price.
What a takeover could cost
Takeovers in its sector paid a median premium of 30% over the share price before the deal (the middle half 12% to 31%), according to the 14 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Varonis Systems would cost about $63.34 a share, $7.3B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 12% | $54.57 | $6.3B |
| Median | 30% | $63.34 | $7.3B |
| High end (a quarter paid more) | 31% | $63.82 | $7.3B |
Rumors and deal signals
- 2026-10-15 · deal · Agreed sale to Proofpoint, Inc. at $49.75 cash a share · pending
Varonis Systems' latest quarter
Varonis Systems, Q3 2026: revenue $189M (+17% year over year), operating margin -25.2%, net loss $41.6M, operating cash flow $28.2M. The chart follows the revenue to costs, profit and cash.
Questions
Is Varonis Systems being acquired?
The latest signal on file is from 2026-10-15: Agreed sale to Proofpoint, Inc. at $49.75 cash a share · pending. A headline is not a deal; Filing Flows lists the news, 8-K filings and 13D filings about a sale.
Could private equity buy Varonis Systems?
A leveraged buyout does not work for Varonis Systems on its latest figures: it has no positive EBITDA to borrow against (−$144M over the last 12 months, on revenue of $716M). With no cash flow to repay a loan, a buyer would pay almost entirely with its own money: a deal for another company (a strategic buyer), not for a private-equity fund.
What would a takeover of Varonis Systems cost?
Takeovers in its sector paid a median premium of 30% over the share price before the deal (the middle half 12% to 31%), according to the 14 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Varonis Systems would cost about $63.34 a share, $7.3B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.