425: Criteo to Redomicile to Luxembourg, Appoints New CCO

Criteo S.A. announced its intention to transfer its legal domicile from France to Luxembourg and replace its American Depositary Share structure with a direct Nasdaq listing, alongside the appointment of Edouard Dinichert as Chief Customer Officer.

Summary

• Edouard (Ed) Dinichert has been appointed as the new Chief Customer Officer, effective December 1, to lead Performance Sales and Global Business Operations.
• Criteo intends to transfer its legal domicile from France to Luxembourg via a cross-border conversion, expected to be completed in the third quarter of 2026.
• The current American Depositary Share (ADS) structure will be replaced with a direct listing of ordinary shares on Nasdaq.
• These changes are designed to simplify the corporate structure, increase capital management flexibility, and expand the shareholder base by attracting a broader range of investors.
• The redomiciliation aims to position Criteo for potential inclusion in major U.S. stock indices, which are benchmarks for passive and actively managed funds.
• Criteo reaffirms its deep commitment to its French roots, teams, R&D, and AI Lab in Paris, stating the move does not change its operations or investment in local talent.
• Following the Luxembourg transition, Criteo intends to pursue a subsequent redomiciliation to the U.S. to further improve access to capital and broader index eligibility.

Sentiment

Score: 8

Explanation: The filing outlines significant strategic moves aimed at enhancing Criteo's market position, capital access, and shareholder value through corporate restructuring and a key management appointment. While the process is complex and has a lengthy timeline, the stated benefits for long-term growth and competitiveness are substantial.

Positives

• Potential inclusion in major U.S. stock indices, expanding access to passive investment capital and broadening the shareholder base.
• Greater capital management flexibility by reducing or eliminating current restrictions related to share repurchases and holdings of treasury shares.
• Elimination of fees and complexities associated with ADSs, potentially increasing stock liquidity.
• Appointment of Edouard Dinichert as Chief Customer Officer brings a cross-market, cross-cultural perspective and experience from Amazon Advertising and TripleLift, enhancing global sales strategy.

Negatives

• The change carries a symbolic dimension, particularly for French employees, despite management's assurances of continued commitment to France.

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 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 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 industry participants 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 related to future opportunities and plans, including the uncertainty of expected future financial performance and results.

Future Outlook

Criteo intends to pursue a subsequent redomiciliation to the U.S. after the Luxembourg transition, subject to board determination and shareholder approval, to achieve broader eligibility for major U.S. stock indices and further improve access to capital. The company is focused on setting itself up for the next two decades with an optimal corporate structure to attract capital more effectively and compete at a global scale.

Management Comments

• Michael Komasinski (CEO): "This project, aligned with the perspectives we consistently hear from our shareholders, demonstrates our confidence in the Company’s strategy and growth potential, ensuring we have the optimal structure to maximize shareholder value and strengthen our competitiveness."
• Michael Komasinski (CEO): "Importantly, as we continue to position Criteo for long-term global success, we remain deeply anchored in the French technology ecosystem. Our AI Lab and teams in Paris will continue to drive innovation and sustain our leadership in AI-powered commerce around the world."
• Frederik van der Kooi (Chairperson of the Board): "The Board views these actions as an important strategic step toward unlocking significant and sustainable shareholder value. It is also a natural evolution in Criteo’s journey to fully realize the benefits of our U.S. listing – a strategic move originally made by our founders to support the Company’s long-term growth."

Industry Context

The U.S. equity market landscape has significantly shifted since Criteo went public in 2013, with passive capital now representing over half of all assets under management. The redomiciliation strategy aims to address Criteo's current ineligibility for most major U.S. stock indices, which serve as benchmarks for a substantial portion of investment funds, thereby enhancing its competitiveness in the global AI-powered commerce and adtech industry.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased shareholder value through enhanced capital access, broader investor base, increased liquidity, and potential U.S. index inclusion. Changes in shareholder rights are a stated risk.
• Employees (France): The change carries a symbolic dimension, though management emphasizes continued commitment to French operations, R&D, and talent. Potential disruption to relationships is a stated risk.
• Investors (U.S.): Simplified structure, direct Nasdaq listing, and potential U.S. index eligibility are designed to attract a broader range of U.S. investors and passive capital.

Next Steps

• Prior consultation with Criteo's French works council regarding the redomiciliation.
• Shareholder approval by a two-thirds majority of votes cast for the redomiciliation.
• Filing of a Registration Statement on Form S-4 with the SEC, which will include a preliminary proxy statement/prospectus.
• Discussion of these updates during The Business Bulletin on October 30, 2025, at 9:00 AM ET/2:00 PM CET.
• Pursuit of a subsequent redomiciliation to the United States after the Luxembourg transition, subject to board determination, works council consultation, and shareholder approval.

Key Dates

Recommendation

The announced redomiciliation to Luxembourg and subsequent potential move to the U.S., coupled with a direct Nasdaq listing, are strategically sound for long-term capital access, market visibility, and potential inclusion in major U.S. stock indices. This could significantly broaden the investor base and improve liquidity. The appointment of a new Chief Customer Officer with relevant industry experience is also a positive. However, the process is complex, subject to shareholder and works council approvals, and has a lengthy timeline (Q3 2026 for the first step). There are also inherent risks associated with such a significant corporate restructuring, as detailed in the filing. Without immediate financial results or a clearer path to realizing the full benefits, a 'hold' recommendation is appropriate, allowing investors to monitor the execution and progress of these strategic initiatives.

Keywords

Criteo, CRTO, redomiciliation, Luxembourg, Nasdaq, direct listing, ADS, corporate governance, capital management, U.S. stock indices, Chief Customer Officer, Edouard Dinichert, adtech, advertising, commerce ecosystem, AI