425: Criteo Board Approves Luxembourg Redomiciliation Plan

Criteo's Board of Directors has approved the transfer of its legal domicile from France to Luxembourg and the replacement of its ADS structure with ordinary shares directly listed on Nasdaq, pending shareholder approval.

Summary

• Criteo's Board of Directors has approved the proposed transfer of the company's legal domicile from France to Luxembourg via a cross-border conversion.
• The company will replace its American Depositary Shares (ADS) structure with ordinary shares to be directly listed on Nasdaq.
• A general meeting of shareholders is scheduled for February 27, 2026, at 10:00 a.m. Paris time, to seek approval for the Conversion and related proposals.
• The ordinary record date for the General Meeting is February 25, 2026, and the ADS record date is January 20, 2026.
• The Conversion is expected to be completed in the third quarter of 2026, subject to shareholder approval and other customary conditions.
• Criteo intends to pursue a subsequent corporate redomiciliation from Luxembourg to the United States after the initial conversion, contingent on Board determination and works council consultation.

Sentiment

Score: 7

Explanation: The announcement is positive as it confirms the Board's approval for a strategic corporate restructuring aimed at unlocking shareholder value and improving capital management. While there are numerous risks associated with the execution, the stated intent and initial steps are favorable for long-term strategic alignment.

Positives

• Positions the company to unlock significant shareholder value.
• Streamlines the corporate structure.
• Enhances capital management flexibility.
• Aligns capital markets presence with long-term strategic ambitions.
• Maintains commitment to teams in France and its role in the French technology and AI innovation ecosystem.

Risks

• Failure to obtain the required shareholder vote to adopt the proposals needed to complete the transaction.
• Failure to satisfy any of the other conditions to the transaction, including the condition that the option to withdraw shares for cash is not exercised above a certain threshold.
• The transaction not being completed.
• The impact or outcome of any legal proceedings or regulatory actions that may be instituted against the company in connection with the transaction.
• Failure to list shares on Nasdaq following the transaction or maintain the listing thereafter.
• Inability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the transaction.
• The disruption of current plans and operations by the transaction.
• The disruption to relationships, including with employees, landowners, suppliers, lenders, partners, governments, and shareholders.
• Changes in shareholders' rights as a result of the transaction.
• Inability to terminate the deposit agreement and withdraw ordinary shares from the depositary so as to terminate the ADS program.
• Difficulty in adapting to operating under the laws of Luxembourg.
• The deferment or abandonment of the transaction by the Board of Directors up to three days prior to the general shareholders meeting to vote thereon.
• Following the completion of the transaction, a delay or failure in the ability to redomicile to the United States via the merger into a newly incorporated and wholly-owned U.S. subsidiary for any reason.
• Costs or taxes related to the transaction.
• Changes in general political, economic, and competitive conditions and specific market conditions.
• Adverse changes in the marketing industry.
• Changes in applicable laws or accounting practices.
• Failure related to technology and the ability to innovate and respond to changes in technology.
• Uncertainty regarding the ability to access a consistent supply of internet display advertising inventory and expand access to such inventory.
• Investments in new business opportunities and the timing of these investments.
• Whether the projected benefits of the transaction, acquisitions, or other strategic transactions materialize as expected.
• Uncertainty regarding international operations and expansion, including related to changes in a specific country's or region's political or economic conditions or policies.
• The impact of competition.
• Uncertainty regarding legislative, regulatory, or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in the industry to comply therewith.
• Ability to obtain and utilize certain data as a result of consumer concerns regarding data collection and sharing, as well as potential limitations in accessing data from third parties.
• Failure to enhance the brand cost-effectively.
• Recent growth rates not being indicative of future growth.
• Ability to manage growth, potential fluctuations in operating results.
• Ability to grow the base of clients.
• Risks detailed from time-to-time under the caption Risk Factors and elsewhere in Criteo's filings with the U.S. Securities and Exchange Commission (the SEC) and reports, including Criteo's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025, subsequent Quarterly Reports on Form 10-Q and the Registration Statement on Form S-4 filed in connection with the transaction, as well as future filings and reports by Criteo.

Future Outlook

Criteo expects to complete its redomiciliation from France to Luxembourg in the third quarter of 2026, subject to shareholder approval. Following this, the company intends to pursue a subsequent corporate redomiciliation from Luxembourg to the United States, contingent on Board determination and works council consultation, aiming to further streamline its corporate structure and enhance capital market alignment.

Management Comments

• "I am pleased that the Board of Directors agreed that this move positions us to unlock significant shareholder value by streamlining our corporate structure, enhancing our capital management flexibility and aligning our capital markets presence with our long-term strategic ambitions." Frederik van der Kooi, Chairman of the Board of Directors.
• "As we move forward, Criteo remains deeply committed to its teams in France and its role in the French technology and AI innovation ecosystem."

Industry Context

This redomiciliation reflects a broader trend among international companies to optimize their corporate structures for improved capital market access, regulatory efficiency, and shareholder value. Moving to Luxembourg, a common holding company jurisdiction, and then potentially to the U.S., aligns Criteo with practices seen in other global technology firms seeking to simplify their legal and trading frameworks to appeal to a wider investor base and enhance operational flexibility.

Comparison to Industry Standards

• This filing does not contain specific financial results or project outcomes that can be directly compared to global benchmarks or specific comparable companies.
• The strategic move to redomicile to Luxembourg and potentially the U.S. is a common corporate strategy for international companies, particularly in the technology sector, seeking to enhance their capital markets presence and streamline corporate governance. Companies like [NA no specific companies mentioned in the filing] have undertaken similar structural optimizations to better align with their investor base and operational footprint.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for unlocked shareholder value, streamlined corporate structure, enhanced capital management flexibility, and direct listing of ordinary shares on Nasdaq. Changes in shareholder rights are a risk.
• Employees (France): Company remains deeply committed to its teams in France and its role in the French technology and AI innovation ecosystem.
• Management: Streamlined corporate structure and enhanced capital management flexibility.
• Regulatory Authorities: Requires compliance with French, Luxembourg, and U.S. securities laws and regulations.

Next Steps

• Shareholder approval at the General Meeting on February 27, 2026.
• Completion of the cross-border conversion to Luxembourg in Q3 2026.
• Potential subsequent corporate redomiciliation from Luxembourg to the United States, subject to Board determination and works council consultation.

Key Dates

Recommendation

The announcement details a significant corporate restructuring that, if successful, could unlock shareholder value and improve capital market alignment. However, the process involves multiple steps, including shareholder approval and a subsequent potential redomiciliation, each carrying execution risks. While the strategic intent is positive, the immediate impact on financial performance is not detailed, and the numerous risks outlined warrant a 'hold' position until further clarity on execution and tangible benefits emerges. Investors should monitor the shareholder vote and the progress of the conversion.

Keywords

Criteo, CRTO, Redomiciliation, Luxembourg, France, Nasdaq, ADS, Ordinary Shares, Corporate Governance, Shareholder Value, Capital Management, SEC Filing, Cross-border Conversion, Technology, AI