Criteo's Strategic Move to Luxembourg: A New Chapter Begins

Criteo Plans to Redomicile to Luxembourg

Criteo S.A. (NASDAQ: CRTO), a prominent player in the commerce ecosystem, has revealed ambitious plans to change its legal domicile from France to Luxembourg. This decision is part of a broader strategy aimed at simplifying its corporate structure and enhancing capital management flexibility. The move will also facilitate a direct listing of Criteo's ordinary shares on Nasdaq, marking a significant shift from its current American Depositary Shares (ADS) setup.

Rationale Behind the Conversion

The Management Board at Criteo believes that this transition will not only streamline operations but also provide greater access to capital. By achieving a direct listing, Criteo can potentially position itself for inclusion in various U.S. stock indices, which could broaden its shareholder base significantly. The company has expressed confidence that this initiative will unlock sustainable shareholder value and reduce existing complexities in its operational model.

Frederik van der Kooi, Chairperson of the Board, has pointed out that this strategic move is in line with Criteo's growth vision. He emphasized the importance of adapting to the evolving landscape of the U.S. equity market, which has changed substantially since the company went public. The proposed domicile shift to Luxembourg allows Criteo to further leverage its growth opportunities and existing presence in the French technology sector.

Benefits of the Move

Shifting to Luxembourg presents several significant advantages for Criteo. Firstly, it enhances the flexibility concerning share repurchases, a critical factor for many investors. Additionally, the new structure aims to simplify stock trading operations by eliminating fees and complexities typically associated with ADS. Direct listing on Nasdaq is expected to increase stock liquidity and attract more passive investment capital.

Furthermore, Luxembourg is recognized for its established regime of facilitating cross-border mergers. This could pave the way for a potential subsequent transfer of Criteo’s domicile to the United States, allowing for broader eligibility for major U.S. stock indices and access to considerable pools of passive capital that track these indices.

Commitment to Innovation in France

Criteo has reiterated its long-standing commitment to strengthening its operations in France. The company aims to maintain its vital role within the French technology ecosystem while simultaneously advancing its global ambitions. Criteo's AI Lab, located in Paris, will continue to innovate and support the company’s goal to lead in AI-powered commerce worldwide. Michael Komasinski, CEO of Criteo, expressed that this strategic shift tests the confidence in the company’s growth trajectory while ensuring that they remain deeply embedded in their roots in France.

Next Steps for Criteo

The company plans to consult with its works council before completing the domicile transition. This move is contingent upon certain closing conditions, including securing a two-thirds majority approval from shareholders. If approved, the conversion is anticipated to be finalized in the third quarter of 2026.

Criteo's senior management team will provide further insight into this transition in their upcoming conference call. This session will also highlight the company’s performance in Q3 2025, reflecting on the implications of the proposed changes and what they mean for Criteo's future.

Frequently Asked Questions

What is Criteo’s plan regarding redomiciliation?

Criteo plans to redomicile from France to Luxembourg and replace its ADS structure with a direct listing of ordinary shares on Nasdaq.

What are the benefits of this redomiciliation?

The move aims to simplify corporate structure, increase capital management flexibility, and potentially allow inclusion in U.S. stock indices.

When is the expected completion date for the conversion?

The conversion is anticipated to be completed by the third quarter of 2026.

How will this affect Criteo's operations in France?

Criteo remains committed to its operations in France and will continue to drive innovation through its teams and AI initiatives based there.

What should shareholders expect moving forward?

Shareholders should stay informed about upcoming consultations and the necessary approvals required for the conversion to take place as planned.

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