Criteo S.A. (the 'Company'), a French public limited liability company, is embarking on a significant corporate transformation by initiating a redomiciliation to Luxembourg. This transformation will occur through a cross-border conversion (the 'Conversion') of Criteo into a Luxembourg public limited liability company, referred to as 'Lux Criteo.' The move is designed to better position Criteo for a direct listing on Nasdaq and is contingent upon shareholder approval, which will be sought at a general meeting scheduled for 2026.
The strategic rationale behind this redomiciliation is multifaceted. By converting to a Luxembourg entity, Criteo aims to tap into the benefits of potential inclusion in U.S. indices, which could significantly broaden its access to passive investment capital. This would likely enhance the company's visibility among actively managed funds and expand its shareholder base. Furthermore, the Conversion is expected to provide greater capital management flexibility, including reduced restrictions on share repurchases and treasury share holdings. Criteo also anticipates eliminating fees and complexities associated with its American Depositary Shares (ADSs), streamlining its operations and aligning its structure with U.S. market practices.
Looking ahead, after the successful completion of the Conversion, Criteo plans to pursue a subsequent redomiciliation from Luxembourg to the United States via a cross-border merger, subject to the approval of its board of directors and compliance with relevant laws. This second step will further align Criteo with the U.S. capital markets and enhance its competitive position in the global technology sector.
The timeline for these transactions indicates that the Conversion is set to be discussed and voted upon at the upcoming General Meeting, where shareholders will consider several proposals, including the adoption of new articles of association for Lux Criteo and the appointment of Deloitte Audit as the statutory auditor post-Conversion. A record date for voting rights is established, ensuring that only shareholders of record at that time will be eligible to vote on these crucial matters.
Market implications of this transition are significant. By enhancing its capital structure and operational flexibility, Criteo seeks to drive shareholder value while maintaining its core operations in France, including its AI Lab and R&D initiatives. The redomiciliation is anticipated to foster a more agile corporate framework, facilitating growth and innovation in the rapidly evolving commerce and advertising sectors. As the company embarks on this transformation, it remains committed to preserving its French heritage while strategically positioning itself for future opportunities in the U.S. and beyond.
Finally, this corporate action will require compliance with various regulatory approvals in both France and Luxembourg, including antitrust considerations and adherence to local corporate laws. As Criteo navigates this complex landscape, it is poised to emerge as a more competitive player in the global market, ready to harness new growth avenues and cater to a broader audience of investors.