In a pivotal corporate action, Criteo S.A. (the 'Company'), a French public limited liability company, has initiated steps to redomicile to Luxembourg through a cross-border conversion (the 'Conversion'). This move, which is subject to shareholder approval, is aimed at enhancing the company’s operational agility and driving shareholder value. Following the successful Conversion, Criteo plans to directly list its ordinary shares on the Nasdaq stock exchange.
The Conversion is anticipated to provide several strategic benefits for Criteo. Firstly, it positions the company for potential inclusion in U.S. indices, which could significantly expand its access to passive investment capital. This, in turn, may lead to increased interest from actively managed funds, thereby broadening Criteo's shareholder base. Moreover, the redomiciliation is expected to offer improved capital management flexibility, including the potential reduction or elimination of current restrictions on share repurchases and treasury share holdings.
Criteo’s proposal indicates that this move will also eliminate fees associated with American Depositary Shares (ADSs), simplifying the investment process for shareholders. The Luxembourg regime facilitates cross-border mergers, paving the way for a future transfer to a U.S. domicile if deemed beneficial by Criteo's board.
The timeline for this corporate transformation includes a General Meeting of shareholders scheduled for some time in 2026, where they will vote on the Conversion and related proposals. The board of directors has already expressed its support for the Conversion, which will occur without dissolving the company, thereby retaining its legal identity and continuing the mandate of its current directors.
This transition is expected to have significant implications for Criteo’s shareholders, employees, and the broader market. By enhancing its presence in the U.S., Criteo aims to capture more opportunities within the tech sector, while maintaining its foundational operations in France. Shareholders will have the opportunity to vote on the proposals to ensure their voices are heard in this critical phase of the company’s evolution.
From a regulatory standpoint, the Conversion will require adherence to Luxembourg laws and may involve additional approvals related to the subsequent merger into a U.S. entity. Criteo’s management is committed to ensuring compliance with all necessary regulations amid this transition.
In conclusion, Criteo's redomiciliation reflects a strategic maneuver to strengthen its market position and enhance shareholder value, setting the stage for a promising future in the evolving landscape of global technology and commerce.