425: Criteo Redomiciliation Gains Key Proxy Firm Backing

Leading independent proxy advisory firms Glass Lewis and ISS recommend Criteo shareholders vote FOR the proposed transfer of legal domicile to Luxembourg and direct Nasdaq listing.

Summary

• Criteo S.A. announced that Glass Lewis & Co., LLC and Institutional Shareholder Services, Inc. (ISS) recommend shareholders vote FOR all proposals related to the company's proposed transfer of legal domicile from France to Luxembourg.
• The redomiciliation involves a cross-border conversion and the replacement of Criteo's American Depositary Shares (ADSs) 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, at the company's registered office in Paris, France, to seek approval for the Conversion and related proposals.
• The Board of Directors believes this move will enhance long-term shareholder value by offering potential strategic opportunities and benefits.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong positive development, as the endorsement from leading proxy advisory firms significantly increases the likelihood of shareholder approval for a strategic corporate action aimed at enhancing long-term value and market access.

Positives

• Positioning Criteo for potential inclusion in certain U.S. indices, which could expand access to passive investment capital, trigger benchmarking from actively managed funds, and broaden the shareholder base.
• Providing greater capital management flexibility by reducing or eliminating current restrictions related to share repurchases and holdings of treasury shares.
• Eliminating fees and complexities associated with ADSs, potentially increasing stock liquidity.

Risks

• Failure to obtain the required shareholder vote to adopt the proposals needed to complete the transaction.
• Failure to satisfy any 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 Criteo 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.
• Disruption of current plans and operations by the transaction.
• Disruption to relationships 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 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.
• Following completion, a delay or failure in the ability to redomicile to the United States via a 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.

Future Outlook

Criteo anticipates the completion of the redomiciliation to Luxembourg in the third quarter of 2026, pending shareholder approval and other customary conditions. The company expects this strategic move to enhance long-term shareholder value by enabling potential inclusion in U.S. indices, increasing capital management flexibility, and improving stock liquidity by eliminating ADS-related complexities.

Management Comments

• Criteo's Board of Directors believes the Conversion and the replacement of its American Depositary Shares (ADSs) structure with ordinary shares will enhance shareholder value over the long-term by providing potential strategic opportunities and benefits.

Industry Context

StockSavvy.ai notes that Criteo's proposed redomiciliation to Luxembourg and direct Nasdaq listing aligns with a broader trend among international companies seeking to optimize their corporate structure for better access to U.S. capital markets and improved investor perception. The move to potentially qualify for U.S. index inclusion is a significant strategic play, as it can attract substantial passive investment flows and increase visibility among actively managed funds, a common driver for such corporate actions in the global tech and advertising sectors.

Corporate Governance

Legal Proceedings

• Potential legal proceedings or regulatory actions that may be instituted against Criteo in connection with the transaction.

Stakeholder Impact

• Shareholders: Potential for enhanced long-term value, increased stock liquidity, broader shareholder base, and changes in shareholder rights due to the redomiciliation.
• Employees: Potential disruption of current plans and operations by the transaction.
• Lenders, Partners, Governments, Suppliers: Potential disruption to relationships due to the transaction.

Next Steps

• A general meeting of shareholders will be held on February 27, 2026, to obtain approval for the Conversion and related proposals.
• Completion of the Conversion is expected in the third quarter of 2026, subject to shareholder approval and other customary conditions.

Key Dates

Recommendation

The positive recommendations from leading proxy advisory firms for Criteo's strategic redomiciliation to Luxembourg and direct Nasdaq listing significantly de-risk this corporate action. This move is expected to unlock long-term shareholder value through improved capital management flexibility, potential U.S. index inclusion, and enhanced stock liquidity, making it a favorable development for investors looking at Criteo's strategic positioning.

Keywords

Criteo, Redomiciliation, Luxembourg, France, Nasdaq, ADS, Ordinary Shares, Proxy Advisory, Glass Lewis, ISS, Corporate Governance, Shareholder Value, Capital Management, Index Inclusion