> ## Content Index > Fetch the complete content index at: https://www.bullished.co/llms.txt > Use this file to discover other available public pages before exploring further. # Varonis Tells 2029 Noteholders The $49.75-A-Share Proofpoint Sale Would Trigger Make-Whole Terms - URL: https://www.bullished.co/varonis-tells-2029-noteholders-the-49-75-a-share-proofpoint-sale-would-trigger-make-whole-e5941c37/ - Published: 2026-10-22T23:25:47.000Z - Updated: 2026-10-22T23:25:47.000Z - Description: Varonis said the protections apply only if the merger closes, and the notes do not become convertible because of the deal beforehand. - Author: Matteo Parrino - Tags: SEC Filings, VRNS, Industry: Technology, Topic: Leadership & Governance [Varonis Systems](https://www.bullished.co/tag/vrns/), the data security software company, told holders of its 1.00% convertible senior notes due 2029 that its planned sale to Proofpoint would count as a [Fundamental Change, a Make-Whole Fundamental Change and a Corporate Event](https://www.sec.gov/Archives/edgar/data/0001361113/000121390026111750/ea0309445-defa14a%5Fvaronis.htm?ref=bullished.co) under the notes' indenture once it takes effect. The notice, filed Thursday, says the protections apply only if the deal closes. ## What noteholders were told The company described the notice as provided solely to satisfy a technical requirement under the indenture, the contract governing the notes. It is not an offer to buy any notes, and the notes do not become convertible because of the merger before it takes effect. If the merger is not completed for any reason, none of the three indenture events will have occurred as a result of Varonis signing the merger agreement, the notice says. The indenture is dated September 10, 2024, and U.S. Bank Trust Company is trustee. The merger agreement, among Varonis, Proofpoint and Vail Merger Sub, is dated October 15\. At closing, Merger Sub would merge into Varonis, which would survive as a wholly owned Proofpoint subsidiary. ## $49.75 in cash per share Each Varonis share outstanding at the effective time would convert into [$49.75 in cash](https://www.benzinga.com/m-a/26/10/62409213/varonis-to-go-private-in-6-3-billion-takeover?ref=bullished.co), without interest. Treasury shares, shares owned by Proofpoint, Merger Sub or Varonis subsidiaries, restricted shares and dissenting shares are excluded. Varonis shares closed at $48.89 on Thursday, below the cash price, for a market value of about $5.6 billion (market data). After closing, the shares would be delisted from Nasdaq and deregistered with the SEC. Varonis sells software that protects data in the cloud, in software-as-a-service applications and on company-owned systems, through resellers and distributors in more than 95 countries. ## Vote, scrutiny and next steps The deal needs adoption by Varonis stockholders and regulatory approvals. The company expects to file a proxy statement for a special stockholder meeting. CEO Yaki Faitelson said the agreement followed a review by an independent board committee that included outreach to potential buyers, [according to Benzinga](https://www.benzinga.com/m-a/26/10/62409213/varonis-to-go-private-in-6-3-billion-takeover?ref=bullished.co). Plaintiff-side law firms have opened investigations, and Wohl & Fruchter [questions the price](https://www.globenewswire.com/news-release/2026/10/21/3385699/0/en/vrns-alert-monsey-firm-of-wohl-fruchter-investigating-fairness-of-the-proposed-sale-of-varonis-to-proofpoint.html?ref=bullished.co) against a 52-week high of $63.80. Varonis is scheduled to report third-quarter results on Nov. 3, without an earnings call. ### Sources - [Varonis Systems — DEFA14A (2026-10-22)](https://www.sec.gov/Archives/edgar/data/0001361113/000121390026111750/ea0309445-defa14a%5Fvaronis.htm?ref=bullished.co) — SEC EDGAR - [Varonis (VRNS) Stock May Be Reasonable On Its $6.3B Buyout Deal](https://finance.yahoo.com/markets/stocks/articles/varonis-vrns-stock-may-reasonable-001924198.html?ref=bullished.co) — Yahoo Finance - [Varonis to Go Private in $6.3 Billion Takeover](https://www.benzinga.com/m-a/26/10/62409213/varonis-to-go-private-in-6-3-billion-takeover?ref=bullished.co) — benzinga.com - [BRODSKY & SMITH SHAREHOLDER UPDATE: Notifying Investors of](https://www.globenewswire.com/news-release/2026/10/16/3382706/0/en/brodsky-smith-shareholder-update-notifying-investors-of-the-following-investigations-varonis-systems-inc-nasdaq-vrns-ccc-intelligent-solutions-holdings-inc-nasdaq-ccc-bumble-inc-na.html?ref=bullished.co) — globenewswire.com - [Are VRNS, DSGR, PSNL Obtaining Fair Deals for their Shareholders?](https://www.prnewswire.com/news-releases/are-vrns-dsgr-psnl-obtaining-fair-deals-for-their-shareholders-302917125.html?ref=bullished.co) — prnewswire.com - [VRNS Alert: Monsey Firm of Wohl & Fruchter Investigating](https://www.globenewswire.com/news-release/2026/10/21/3385699/0/en/vrns-alert-monsey-firm-of-wohl-fruchter-investigating-fairness-of-the-proposed-sale-of-varonis-to-proofpoint.html?ref=bullished.co) — globenewswire.com ### More on Varonis Systems - [Varonis Tells Partners 'Nothing Changes' Until Proofpoint Combination Closes, Expected In First Half Of 2027](https://www.bullished.co/varonis-tells-partners-nothing-changes-until-proofpoint-combination-closes-expected-in-dfe35d85/) - [Varonis CEO Says Proofpoint Made The First Move On $6.3 Billion Deal, Job Cuts Not Settled](https://www.bullished.co/varonis-ceo-says-proofpoint-made-the-first-move-on-6-3-billion-deal-job-cuts-not-settled-8517c38d/) - [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/) [All Varonis Systems (VRNS) coverage →](https://www.bullished.co/tag/vrns/)