Criteo Shifts Gears: A Move to Luxembourg and the Future of Commerce Media
Criteo S.A. (NASDAQ: CRTO) is seeking shareholder approval to move its legal domicile from France to Luxembourg. This strategic shift, announced on February 13, 2026, aims to unlock greater flexibility and potential for long-term growth, particularly within the rapidly evolving landscape of commerce media.
Why Luxembourg? Unlocking Strategic Advantages
The proposed conversion, a cross-border move, isn’t about escaping France, but rather positioning Criteo for future success. According to the company, the move will potentially allow inclusion in certain U.S. Indices, broadening access to investment capital. This could trigger benchmarking from actively managed funds and expand its shareholder base. The change aims to reduce restrictions on share repurchases and holdings of treasury shares, providing greater capital management flexibility.
Eliminating fees and complexities associated with American Depositary Shares (ADSs) is another key benefit. This simplification could increase stock liquidity, making it easier for investors to buy and sell Criteo shares.
The Rise of Commerce Media and Criteo’s Position
Criteo operates at the heart of commerce media, a sector experiencing significant growth. The company’s AI-powered advertising platform connects brands, agencies, retailers, and media owners, leveraging access to over $1 trillion in annual commerce sales. This positions Criteo as a key player in delivering personalized advertising experiences.
The company’s platform utilizes a vast set of commerce data and artificial intelligence to deliver full-funnel advertising solutions, including performance media for customer acquisition and retention, as well as retail media services. Core capabilities encompass dynamic retargeting, audience activation, contextual advertising, and closed-loop measurement.
What Does This Mean for Shareholders?
Criteo’s Board of Directors believes the conversion will enhance shareholder value over the long term. The expected timing for completion is the third quarter of 2026, contingent upon shareholder approval and other standard conditions. Shareholders will have the opportunity to vote on the proposals at a general meeting on February 27, 2026, in Paris.
Proxy advisory firms Glass Lewis & Co., LLC and Institutional Shareholder Services, Inc. (ISS) have recommended that shareholders vote “FOR” all proposals related to the conversion and the replacement of the ADS structure with ordinary shares directly listed on Nasdaq.
Looking Ahead: Trends in Commerce Media
Criteo’s strategic move reflects broader trends in the commerce media space. Expect to see continued growth in:
- Retail Media Networks: Retailers are increasingly building their own advertising platforms, leveraging first-party data to offer targeted advertising opportunities to brands.
- AI-Powered Personalization: Artificial intelligence will continue to drive more personalized and effective advertising experiences.
- Cross-Channel Advertising: Consumers interact with brands across multiple channels, and advertising solutions need to be integrated across these touchpoints.
- Data Privacy: As data privacy regulations evolve, companies will need to find innovative ways to deliver personalized advertising while respecting consumer privacy.
Frequently Asked Questions
What is a cross-border conversion?
A cross-border conversion is a legal process that allows a company to transfer its legal domicile from one country to another.
What are American Depositary Shares (ADSs)?
ADSs are certificates that represent ownership of shares in a foreign company. They trade on U.S. Stock exchanges.
When will the conversion be completed?
The expected timing for completion is the third quarter of 2026, subject to shareholder approval and other customary conditions.
Where can I find more information about the conversion?
More information is available on Criteo’s investor website at http://criteo.investorroom.com.
How can I contact Criteo’s Investor Relations department?
You can reach them by phone at +1 (929) 287-7835 or by email at [email protected].
Who is Innisfree M&A Incorporated?
Innisfree M&A Incorporated is Criteo’s proxy solicitation firm. They can be reached at (877) 717-3923 or +1 (412) 232-3651 outside the United States.
