Criteo S.A.(US:CRTO) Prnewswireยท2025-10-29 11:01Core Viewpoint - Criteo S.A. plans to transfer its legal domicile from France to Luxembourg and replace its American Depositary Shares (ADS) structure with a direct listing of ordinary shares on Nasdaq, aiming to simplify its corporate structure and enhance capital management flexibility while remaining connected to the French technology ecosystem [1][3][4]. Company Strategy - The Board of Criteo views the conversion as a strategic step to unlock sustainable shareholder value and adapt to the evolving U.S. equity market landscape, which has changed significantly since the company went public [3]. - The move is expected to reduce complexities in Criteo's current structure, increase flexibility for share repurchases, and support potential inclusion in U.S. stock indices, thereby expanding access to passive investment capital [3][7]. Operational Commitment - Criteo remains committed to its teams and investments in France, continuing to play a significant role in the French technology and AI innovation ecosystem [2]. - The company emphasizes that its AI Lab and teams in Paris will continue to drive innovation and maintain leadership in AI-powered commerce globally [3]. Future Plans - Following the conversion to Luxembourg, Criteo may pursue a subsequent transfer of its domicile to the United States if deemed beneficial for the company and its shareholders [4]. - The conversion will require consultation with Criteo's works council and is subject to shareholder approval by a two-thirds majority [5]. Benefits of the Conversion - The conversion is expected to provide several benefits, including: - Greater capital management flexibility by reducing or eliminating current restrictions related to share repurchases and treasury shares [7]. - Elimination of fees and complexities associated with ADSs, potentially increasing stock liquidity [7]. - Positioning Criteo for potential inclusion in U.S. indices, thereby broadening its shareholder base [7].