Varonis Systems, Inc. Announces Pricing of Upsized Follow-on Offering of Common Stock

NEW YORK, Feb. 11, 2021 (GLOBE NEWSWIRE) -- Varonis Systems, Inc. (Nasdaq: VRNS) (“Varonis”) today announced it has priced its upsized underwritten public offering of 2,307,693 shares of its common stock, at a price of $195.00 per share, for total gross proceeds of approximately $450 million, before deducting the underwriters' discount and estimated offering expenses payable by Varonis. Varonis granted the underwriters of the offering a 30-day option to purchase up to an additional 346,153 shares of common stock. The offering is expected to close on February 16, 2021, subject to customary closing conditions.

Varonis intends to use the net proceeds from this offering for general corporate purposes, including working capital and capital expenditures, and for potential acquisitions, including complementary businesses, technologies or assets.

J.P. Morgan Securities LLC, Barclays Capital Inc., Jefferies LLC and RBC Capital Markets, LLC are acting as joint book-running managers for the offering. Needham & Company, LLC, Cowen and Company, LLC, JMP Securities LLC, Mizuho Securities USA LLC, Piper Sandler & Co., Truist Securities, Inc., William Blair & Company, L.L.C, The Benchmark Company, LLC, Craig-Hallum Capital Group LLC, D.A. Davidson & Co. and Wedbush Securities, Inc. are acting as co-managers for the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. 

The offering is being made pursuant to an automatically effective shelf registration statement on Form S-3, including a base prospectus, filed with the U.S. Securities and Exchange Commission on February 9, 2021 (the “Registration Statement”). The offering may be made only by means of a base prospectus and a related prospectus supplement, copies of which may be obtained by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: [phone], email: [e-mail], Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Ave, Edgewood, NY 11717, 888-603-5847, email: [e-mail], Jefferies LLC, c/o Equity Syndicate Prospectus Department, 520 Madison Ave, 2nd Floor, New York, NY 10022, 877-547-6340, email: [e-mail], or RBC Capital Markets, LLC, c/o Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281, 877-822-4089, email: [e-mail].