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# Varonis CEO Says Proofpoint Made The First Move On $6.3 Billion Deal, Job Cuts Not Settled
- URL: https://www.bullished.co/varonis-ceo-says-proofpoint-made-the-first-move-on-6-3-billion-deal-job-cuts-not-settled-8517c38d/
- Published: 2026-10-19T12:36:34.000Z
- Updated: 2026-10-19T12:36:34.000Z
- Description: Yakov Faitelson said "one plus one could equal five," while saying many workforce details have yet to be finalized.
- Author: Matteo Parrino
- Tags: SEC Filings, VRNS, Industry: Technology, Topic: Leadership & Governance

Varonis CEO Yakov Faitelson said Proofpoint approached the company first, in an interview with Calcalist on the [$6.3 billion all-cash sale](https://www.sec.gov/Archives/edgar/data/0001361113/000121390026110236/ea0308916-defa14a%5Fvaronis.htm?ref=bullished.co). The interview was filed with the SEC on Friday as proxy material, and he said it is too early to discuss job cuts.

## What Faitelson told Calcalist

Asked why sell now, Faitelson said Proofpoint came to [Varonis](https://www.bullished.co/tag/vrns/) and the two saw a strong strategic fit and a window to build a major company in the space. He said the deal gives shareholders and employees significant upside, including the possibility that the combined company could go public again.

He said Proofpoint has [5,000 employees](https://www.sec.gov/Archives/edgar/data/0001361113/000121390026110236/ea0308916-defa14a%5Fvaronis.htm?ref=bullished.co) against Varonis' 2,800, and an annual revenue run rate of $2.7 billion. Proofpoint, he said, has an extensive platform but lacks a product in Varonis' category. "This is a classic case in which one plus one could equal five," he said.

Proofpoint will buy Varonis for cash, and Varonis will be delisted from Nasdaq, Calcalist reported. The filing is a Schedule 14A communication tied to the merger agreement dated October 15, 2026, among Varonis, Proofpoint and Vail Merger Sub.

## Jobs and the business

On cuts, Faitelson said: "[It's too early to discuss the workforce.](https://www.sec.gov/Archives/edgar/data/0001361113/000121390026110236/ea0308916-defa14a%5Fvaronis.htm?ref=bullished.co)" Many details have yet to be finalized, he said, though there is strong interest in Varonis' development team and its marketing capabilities. He said the intention is to integrate Varonis employees into the broader platform.

Varonis' development center in Herzliya Pituach employs about 1,000 people, per the interview. Faitelson, 51, returned to Israel in 2024 and attributed that to the outbreak of the war.

He said nearly all revenue now comes from software-as-a-service, growing at 25%, significantly outpacing overall growth. He described the platform as projected to reach a $1 billion annual revenue run rate by next year, and said the company started on-premises and began moving to the cloud about five years ago.

Faitelson co-founded Varonis in 2005 with Ohad Korkus, who is no longer with the company.

## What to watch

Varonis said it expects to file a proxy statement for a special stockholder meeting to vote on the deal. The merger also needs regulatory approvals, and the filing lists the risk that governments could deny them.

The proxy statement, once filed, is where holders will find the details Faitelson said are still being finalized.

### Sources

- [Varonis Systems — DEFA14A (2026-10-16)](https://www.sec.gov/Archives/edgar/data/0001361113/000121390026110236/ea0308916-defa14a%5Fvaronis.htm?ref=bullished.co) — SEC EDGAR

### More on Varonis Systems

- [Varonis Tells Staff It Will Combine With Proofpoint, Ending Its Run As A Public Company](https://www.bullished.co/varonis-tells-staff-it-will-combine-with-proofpoint-ending-its-run-as-a-public-company-43f4c2d6/)
- [Proofpoint Agrees To Buy Varonis For $49.75 A Share In A $6.3 Billion Cash Deal](https://www.bullished.co/proofpoint-agrees-to-buy-varonis-for-49-75-a-share-in-a-6-3-billion-cash-deal-1882ee1c/)

[All Varonis Systems (VRNS) coverage →](https://www.bullished.co/tag/vrns/)