Criteo S.A. (NASDAQ: CRTO), a leading global technology company specializing in digital advertising, has announced a pivotal corporate action involving the redomiciliation from France to Luxembourg. This transaction, referred to as the "Conversion," will see Criteo S.A. transform into a Luxembourg public limited liability company, named Lux Criteo, pending shareholder approval.
The move is designed to offer Criteo several advantages, including potential inclusion in U.S. indices, which could significantly expand the company’s access to passive investment capital and widen its shareholder base. The redomiciliation is also expected to provide enhanced capital management flexibility by alleviating current restrictions associated with share repurchases and treasury shares. Moreover, simplifying the current American Depositary Shares (ADS) structure will eliminate fees and complexities, fostering a more streamlined capital structure.
Criteo's board of directors has already approved the Conversion, with a General Meeting scheduled for a yet-to-be-determined date in 2026 to seek shareholder approval for this and related proposals. If successful, Lux Criteo will directly list its ordinary shares on Nasdaq, marking a significant shift in its corporate structure that could facilitate a future cross-border merger into a wholly-owned U.S. subsidiary.
The strategic rationale behind the Conversion is clear. By establishing itself in Luxembourg, Criteo aims to bolster its competitive standing in the global technology sector while preserving its French heritage and operational base. The company’s leadership believes this transition will enhance agility and drive long-term shareholder value, particularly as it continues to innovate and integrate advanced technologies into its platform.
As part of the redomiciliation process, shareholders will be asked to vote on several proposals, including the adoption of new articles of association for Lux Criteo and the appointment of a statutory auditor. The board of directors has urged shareholders to support these measures, emphasizing their alignment with the company’s long-term interests.
In terms of market impact, the redomiciliation could affect Criteo's stock performance and investor interest, particularly among U.S. institutional investors who may view the company's new structure favorably. The potential for broader index inclusion could further enhance stock liquidity and market presence.
The transaction will be subject to customary regulatory approvals, and the timeline suggests that the deal could close in 2026, contingent upon shareholder approval and the satisfaction of other closing conditions. This strategic step is expected to position Criteo favorably for future growth and innovation in the evolving digital advertising landscape. Shareholders are encouraged to stay informed and engaged as the company navigates this transformative phase.