Independent Proxy Advisors Urge Shareholders to Support Criteo's Move to Luxembourg
Criteo S.A., the innovative global platform facilitating commerce connections, has received significant backing from two of the leading independent proxy advisory firms, Glass Lewis & Co. and Institutional Shareholder Services (ISS). These entities are urging shareholders to support Criteo's proposal to transfer its legal domicile from France to Luxembourg during an upcoming general meeting on February 27, 2026. This shift is part of a broader strategy involving the replacement of the company's American Depositary Shares (ADS) with ordinary shares that will be directly listed on Nasdaq.
The proposed redomiciliation is seen as a crucial step forward for Criteo, positioning it to unlock new opportunities for growth and enhance shareholder value in the long term. By becoming a Luxembourg-based company, Criteo aims to access potential inclusion in various U.S. indices, which could lead to increased investment and interest from passive investors as well as large, actively managed funds. The Board of Directors believes that this strategic move will not only help broaden the company’s shareholder base, but also enable greater flexibility in capital management by mitigating restrictions currently placed on share repurchases and holdings of treasury shares.
During the general meeting planned at Criteo's registered office in Paris, shareholders will deliberate on the proposed Conversion, a significant change that would facilitate Criteo's long-term positioning in the market. Specific benefits anticipated from this shift include enhanced liquidity due to the elimination of fees and complexities tied to the ADS framework, fostering a more appealing investment landscape for current and prospective investors.
With the deadline for shareholder approval quickly approaching, Criteo stresses the importance of this transition to remain competitive and to effectively manage its business operations in a dynamic market environment. In light of this, shareholders are encouraged to review all relevant information regarding the redomiciliation and associated proposals available through Criteo’s investor relations portal and reach out to Criteo's investor relations team for queries regarding the upcoming meeting.
The timeline for the completion of this significant conversion remains targeted for the third quarter of 2026, contingent upon achieving the necessary shareholder vote and other customary conditions relating to the transaction. In preparing for this important corporate event, Criteo aims to provide clear communication to its stakeholders, ensuring a transparent and efficient transition process.
Criteo has made overtures to shareholders to stay informed about the implications and benefits of this impending transition. The company emphasizes that this move is designed to improve its operational capabilities and market positioning in the long run. By adopting a domicile that offers more advantages in accessing international markets and investments, Criteo hopes to solidify its status as a leader in the global commerce ecosystem.
In summary, as the February 27 meeting looms, Criteo requests that shareholders recognize the potential advantages of redomiciliation and rally in support of the proposals put forth to propel the company into its next chapter of growth. With leading advisory firms backing this transition, the expectation is high for a positive consensus among Criteo's investor base and the realization of enhanced strategic opportunities a Luxembourg domicile may present. This is a pivotal moment for Criteo, one that could redefine its operational landscape and pave the way for future successes in the commerce arena.
The proposed redomiciliation is seen as a crucial step forward for Criteo, positioning it to unlock new opportunities for growth and enhance shareholder value in the long term. By becoming a Luxembourg-based company, Criteo aims to access potential inclusion in various U.S. indices, which could lead to increased investment and interest from passive investors as well as large, actively managed funds. The Board of Directors believes that this strategic move will not only help broaden the company’s shareholder base, but also enable greater flexibility in capital management by mitigating restrictions currently placed on share repurchases and holdings of treasury shares.
During the general meeting planned at Criteo's registered office in Paris, shareholders will deliberate on the proposed Conversion, a significant change that would facilitate Criteo's long-term positioning in the market. Specific benefits anticipated from this shift include enhanced liquidity due to the elimination of fees and complexities tied to the ADS framework, fostering a more appealing investment landscape for current and prospective investors.
With the deadline for shareholder approval quickly approaching, Criteo stresses the importance of this transition to remain competitive and to effectively manage its business operations in a dynamic market environment. In light of this, shareholders are encouraged to review all relevant information regarding the redomiciliation and associated proposals available through Criteo’s investor relations portal and reach out to Criteo's investor relations team for queries regarding the upcoming meeting.
The timeline for the completion of this significant conversion remains targeted for the third quarter of 2026, contingent upon achieving the necessary shareholder vote and other customary conditions relating to the transaction. In preparing for this important corporate event, Criteo aims to provide clear communication to its stakeholders, ensuring a transparent and efficient transition process.
Criteo has made overtures to shareholders to stay informed about the implications and benefits of this impending transition. The company emphasizes that this move is designed to improve its operational capabilities and market positioning in the long run. By adopting a domicile that offers more advantages in accessing international markets and investments, Criteo hopes to solidify its status as a leader in the global commerce ecosystem.
In summary, as the February 27 meeting looms, Criteo requests that shareholders recognize the potential advantages of redomiciliation and rally in support of the proposals put forth to propel the company into its next chapter of growth. With leading advisory firms backing this transition, the expectation is high for a positive consensus among Criteo's investor base and the realization of enhanced strategic opportunities a Luxembourg domicile may present. This is a pivotal moment for Criteo, one that could redefine its operational landscape and pave the way for future successes in the commerce arena.
Topics Financial Services & Investing）
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