Criteo Completes Redomiciliation from France to Luxembourg; Sets Timeline for Move to U.S. Domicile
Key Points from the Announcement
- Redomiciliation Completed: Criteo S.A. (NASDAQ: CRTO), a global commerce intelligence platform, announced the completion of its legal domicile transfer from France to Luxembourg, effective July 29, 2026.
- ADS Program Terminated: In connection with the move, Criteo terminated its American Depositary Share (ADS) program. All ADS holders automatically received one ordinary share per ADS, which will now trade directly on Nasdaq under the ticker symbol “CRTO.”
- Next Step: U.S. Domicile Planned: Criteo’s Board has approved the subsequent transfer of its legal domicile from Luxembourg to the United States through a cross-border merger with its U.S. subsidiary. This “U.S. Merger” is expected to be completed in January 2027, subject to shareholder approval and other customary conditions.
- Potential Move to NYSE: Upon completion of the U.S. Merger, Criteo expects to move its listing from Nasdaq to the New York Stock Exchange (NYSE). This move is contingent upon fulfilling NYSE listing requirements.
Investor-Relevant Details & Potential Share Price Impact
-
Strategic Rationale: The Board believes these steps will unlock long-term shareholder value and increase corporate flexibility. Key anticipated benefits include:
- Potential inclusion in major U.S. stock indices, which could drive passive investment flows and broaden the shareholder base.
- Greater capital management flexibility, with reduced restrictions on share repurchases and treasury share holdings.
- Elimination of ADS-related fees and complexities, potentially increasing stock liquidity.
- Shareholder Action Required: The U.S. Merger will require shareholder approval at a special meeting to be scheduled. Details and proxy materials will be distributed upon SEC approval of a forthcoming Registration Statement on Form S-4.
-
Risks and Uncertainties: The transaction is subject to several risks, including:
- Failure to secure required shareholder votes or satisfy other merger conditions.
- Potential regulatory or legal proceedings related to the moves.
- Risks of maintaining or obtaining listings on Nasdaq and NYSE.
- Disruption to operations, relationships with stakeholders, and uncertainty regarding changes in applicable law or market conditions.
- Forward-Looking Statements: The company cautions that forward-looking statements, including those about the benefits of the transactions and future financial performance, involve risks and uncertainties that may cause actual results to differ materially.
- Shareholder Rights and Information: Shareholders should expect changes in rights as a result of the redomiciliation. All relevant materials, proxy statements, and filings will be available for free on the SEC website and Criteo’s investor relations site.
About Criteo
Criteo is a global commerce intelligence platform serving brands, agencies, retailers, and publishers. Leveraging over \$1 trillion in annual sales data and two decades of AI innovation, Criteo delivers data-driven insights and technology solutions to help clients compete and grow in the digital commerce landscape.
What Investors Should Watch For
- Shareholder vote on the U.S. Merger: The outcome and timing of the vote, as well as any regulatory filings and proxy materials, could significantly impact the company’s future structure, index eligibility, and capital markets profile.
- Potential inclusion in U.S. indices: If successful, Criteo could benefit from passive inflows and increased analyst and investor attention.
- Transition risks: Any delays, legal challenges, or failure to complete the merger could adversely affect the stock price, as could difficulties in meeting listing requirements or adapting to U.S. corporate law.
Contact Information
- Investor Relations: Melanie Dambre, [email protected]
- Public Relations: Amanda Echavarri, [email protected]
Disclaimer
This article is provided for informational purposes only and does not constitute an offer or solicitation to buy or sell securities. All forward-looking statements are subject to significant risks and uncertainties; actual results may differ materially. Investors are urged to read all official documents, proxy statements, and filings related to the transactions discussed above, available at the SEC’s website (www.sec.gov) and Criteo’s investor relations page. The author assumes no responsibility for investment decisions made based on this summary.
