Criteo Receives Positive Recommendations for Legal Domicile Transfer

By Chris Stiles • Monday, February 16 15:32 • Permanent Link

Criteo S.A. (NASDAQ: CRTO) has announced that two leading independent proxy advisory firms, Glass Lewis & Co., LLC and Institutional Shareholder Services, Inc. (ISS), have recommended that shareholders vote "for" all the proposals related to the company's proposed transfer of its legal domicile from France to Luxembourg via a cross-border conversion. The recommendations include the replacement of its American depositary shares (ADS) structure with ordinary shares to be directly listed on NASDAQ.

The general meeting of the company's shareholders is scheduled for February 27, 2026, at 10:00 a.m., Paris time, at the company's registered office at 32 rue Blanche, 75009 Paris, France, to obtain approval for the conversion and certain related proposals.

Criteo's board of directors believes that the conversion and the replacement of its ADS structure with ordinary shares will enhance shareholder value over the long-term by providing potential strategic opportunities and benefits. These include positioning Criteo for potential inclusion in certain U.S. indices, subject to meeting other eligibility criteria, thereby expanding the company's access to passive investment capital and triggering associated benchmarking from actively managed funds, as well as broadening its shareholder base. Additionally, the conversion is expected to provide greater capital management flexibility by reducing or eliminating current restrictions related to share repurchases and holdings of treasury shares, and eliminating fees and complexities associated with ADSs, potentially increasing stock liquidity.

Criteo's AI-powered advertising platform has unique access to more than $1 trillion in annual commerce sales, powering connections with shoppers, inspiring discovery, and enabling highly personalized experiences. With thousands of clients and partnerships spanning global retail to digital commerce, Criteo delivers the technology, tools, and insights businesses need to drive performance and growth.

The expected timing for completion of the conversion remains the third quarter of 2026, subject to shareholder approval and other customary conditions. Today the company's shares have moved -4.88% to a price of $19.49. Check out the company's full 8-K submission here.

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