Varonis Systems, Inc. has entered a merger agreement that anticipates a potential "Second Request" for regulatory approval.
SEC EDGAR, 2026-10-15: 8-K (Item 1.01, 5.02, 7.01, 9.01) — "second request", "non-reliance"
Varonis Systems, Inc. has entered a merger agreement that anticipates a potential "Second Request" for regulatory approval.
Company: VARONIS SYSTEMS INC (VRNS) Filed: 2026-10-15, 8-K (Item 1.01, 5.02, 7.01, 9.01) Phrase: "Second Request" — "If a party hereto (or its Affiliates) receives a request for additional information or documentary material from any Governmental Entity with respect to this Agreement or the Transactions, including but not limited to a “Second Request” under the HSR Act, then such party shall (and shall cause its Affiliates to) in good faith make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, a response to such request." What the filing says: Varonis Systems, Inc. has entered into an Agreement and Plan of Merger with Proofpoint, Inc. and Vail Merger Sub, Inc. The agreement outlines the process for obtaining regulatory approvals, including a provision for responding to a "Second Request" under the HSR Act if a governmental entity requires additional information regarding the transaction. This indicates that the merger is subject to antitrust review. Two ways it goes: A. The regulatory review concludes with clearance for the merger. B. The regulatory authorities challenge the merger or impose conditions that alter the transaction. Next date: none named Watch: The announcement of HSR Act clearance or a formal challenge to the merger by a regulatory body.