#United States #New York #NASDAQ #Criteo #U.S. Merger

Criteo Completes Redomiciliation to Luxembourg

Criteo S.A., the renowned global commerce intelligence platform, has officially concluded its redomiciliation process, shifting its legal status from France to Luxembourg as of July 29, 2026. This significant transition is seen as a vital step in Criteo's overarching strategy to establish a legal base in the United States, aimed at enhancing corporate flexibility and shareholder value.

In the wake of this redomiciliation, the company has terminated its American Depositary Share (ADS) program. Consequently, all current holders of ADSs have automatically received one ordinary share in exchange for each ADS they held, allowing for a seamless transition in stock trading under the same Nasdaq symbol, "CRTO."

Transition Plans Arising from the Redomiciliation

Following the successful completion of the Luxembourg transition and after consulting its works council, Criteo's Board of Directors has approved plans for subsequent legal redomiciliation to the U.S., anticipated to occur through a cross-border merger with a wholly-owned U.S. subsidiary. This merger is expected to finalize in January 2027, pending approval from shareholders and the fulfillment of standard conditions.

Frederik Van der Kooi, Chairman of the Board, stated, "Criteo's relocation to Luxembourg marks a crucial milestone in our journey toward becoming a U.S.-based company. We are confident that this strategic move will not only increase long-term shareholder value but also improve our operational flexibility. We appreciate the ongoing support from our shareholders as we progress through this pivotal phase."

Advantages of the Redomiciliation

The decision to redomicile presents several potential advantages for Criteo and its shareholders:
1. Inclusion in U.S. Indices: Criteo might qualify for inclusion in significant U.S. indices, which could expand access to public investment funds and increase market capitalization.
2. Enhanced Capital Management: The move will provide greater flexibility for capital management, making it simpler to manage share repurchases and treasury share holdings.
3. Increased Stock Liquidity:** Eliminating the complexities and fees related to ADSs is expected to boost stock liquidity, thereby benefiting investors.

Following the transition to the U.S. domicile, Criteo plans to shift its common stock listing from Nasdaq to the New York Stock Exchange (NYSE), effectively leveraging NYSE's index advisory capabilities. This move is hoped to facilitate broader consideration for inclusion in significant indices and to bolster Criteo’s presence within U.S. capital markets.

About Criteo

Criteo is a global leader in commerce intelligence, driving measurable performance for various stakeholders, including brands, retailers, and publishers. Building on vast proprietary commerce data accumulated over $1 trillion in annual sales and decades of AI enhancements, Criteo aims to assist businesses in making informed decisions leading to enhanced outcomes and providing shoppers with more relevant experiences. The company's global partnerships reflect its commitment to delivering vital technology and insights crucial for competing and thriving in the digital marketplace.

For further details about Criteo, visit their website at criteo.com.

Conclusion

As Criteo transitions into its new structure, the company remains focused on enhancing shareholder value through strategic positioning in the competitive commerce landscape. With the legal shift to Luxembourg now complete, all eyes await the execution of the forthcoming merger with the U.S. subsidiary slated for January 2027.