Criteo Comments on Letter from Petrus Advisers

Rhea-AI Summary

Criteo S.A. responds to Petrus Advisers' public letter by emphasizing their commitment to enhancing shareholder value. The company has achieved significant milestones in 2023, including double-digit growth, crossing $1 billion in Contribution ex-TAC, and increasing market share in Retail Media. Criteo's disciplined capital allocation strategy includes share buybacks, with over $125 million completed in 2023 and an additional $150 million approved. The Board, with eight qualified directors, is focused on driving sustainable value for shareholders.

Positive

• Criteo achieved double-digit growth in 2023 for the second consecutive year.
• The company crossed $1 billion in Contribution ex-TAC for the first time in its history in 2023.
• Criteo achieved adjusted EBITDA of 30% in 2023, including over $70 million of annualized savings.
• The company surpassed $200 million in annual revenue in Retail Media, increasing its market share.
• Record top-line growth was delivered in Q4 of 2023 with organic growth acceleration.
• Criteo is focused on disciplined capital allocation, including returning capital to shareholders through share buybacks.
• Over $125 million in share repurchases were completed in 2023, with an additional $150 million approved.
• The Board comprises eight highly qualified and diverse directors, with a focus on alignment with the company's plan for value creation.

Negative

• None.

Financial Analyst

The disclosed financial milestones by Criteo, such as achieving double-digit growth for the second consecutive year and crossing $1 billion in Contribution ex-TAC, are significant indicators of the company's robust performance. Particularly, surpassing $200 million in annual revenue in Retail Media suggests a strengthening position within a competitive sector. The adjusted EBITDA of 30% and over $70 million in annualized savings reflect efficient operations and cost management. The commitment to capital return through share buybacks, including the recent approval of an additional $150 million, is a strategic move that can enhance shareholder value and signal confidence in the company's future prospects.

Market Research Analyst

Criteo's strategic shift from Retargeting solutions to diversifying its revenue streams with over 50% coming from non-Retargeting solutions indicates adaptability to the evolving AdTech landscape. The company's focus on becoming the AdTech partner of choice for Commerce Media is a forward-looking approach, capitalizing on the trend of increased digital advertising spend in the commerce sector. The mention of organic growth acceleration in Q4 of 2023 suggests that Criteo's core business is not only growing through acquisitions but also through an increase in the intrinsic value of its offerings.

Corporate Governance Expert

The composition of Criteo's Board, with seven out of eight directors being independent, aligns with best practices in corporate governance, potentially increasing investor confidence. The recent appointment of Frederik van der Kooi, with his experience in global advertising businesses, is likely to add valuable insight and expertise to the company's strategic direction. Such board composition and expertise are critical for navigating complex market dynamics and sustaining long-term growth.

NEW YORK, Feb. 23, 2024 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media company, today issued the following statement in response to the recent letter made public by Petrus Advisers:

Criteo's Board and management team maintain a regular dialogue with our shareholders and value constructive input toward the shared goal of enhancing shareholder value. While we do not comment on discussions with specific shareholders, it is important to note that members of Criteo's management team and Board have held a number of discussions with Petrus Advisers over the past three years. We are carefully reviewing their letter and hope to continue to engage constructively with them.

Our Board and management team are laser focused on executing Criteo's strategy and have a proven track record of taking decisive action to drive near- and long-term, sustainable value for shareholders:

• We are seeing strong results from our strategy to be the AdTech partner of choice for Commerce Media; Criteo achieved double-digit growth in 2023 for the second consecutive year.
• In 2023, we achieved the historic milestone of crossing $1 billion in Contribution ex-TAC for the first time in Criteo's history, with more than 50% coming from non-Retargeting solutions. We also achieved adjusted EBITDA of 30%, including over $70 million of annualized savings.
• We are increasing our leading market share in Retail Media, having surpassed $200 million in annual revenue.
• In Q4 of 2023, we delivered record top line with organic growth acceleration.
• We are disciplined in our approach to capital allocation to drive value, which includes returning capital to shareholders through share buybacks. Having completed over $125 million in share repurchases in 2023, the Board approved an additional $150 million to be added to our existing share repurchase authorization. As previously communicated, we have accelerated our share buyback in Q1 2024 under a new 10b5-1 plan.
• Our Board comprises eight highly qualified and diverse directors, seven of whom are independent, and we continuously review the composition of our Board to ensure alignment with our plan, including the appointment last year of Frederik van der Kooi, who brings extensive experience in building and scaling profitable global advertising businesses.

We look forward to an ongoing dialogue with all shareholders as we continue to advance our value creation strategy.

Evercore is serving as financial advisor to Criteo and Skadden, Arps, Slate, Meagher & Flom LLP is serving as its legal counsel.

About Criteo

Criteo (NASDAQ: CRTO) is the global commerce media company that enables marketers and media owners to drive better commerce outcomes. Its industry leading Commerce Media Platform connects thousands of marketers and media owners to deliver richer consumer experiences from product discovery to purchase. By powering trusted and impactful advertising, Criteo supports an open internet that encourages discovery, innovation, and choice. For more information, please visit www.criteo.com.

Contacts

Criteo Investor Relations
Melanie Dambre, m.dambre@criteo.com

Criteo Public Relations
Jessica Meyers, j.meyers@criteo.com

OR

Camilla Scassellati-Sforzolini, Warren Rizzi
FGS Global
Criteo@FGSGlobal.com

View original content:https://www.prnewswire.com/news-releases/criteo-comments-on-letter-from-petrus-advisers-302069892.html

SOURCE Criteo Corp

What was Criteo's revenue milestone in 2023?

Criteo crossed $1 billion in Contribution ex-TAC for the first time in its history in 2023.

How much did Criteo achieve in adjusted EBITDA in 2023?

Criteo achieved adjusted EBITDA of 30% in 2023, including over $70 million of annualized savings.

What market did Criteo increase its share in?

Criteo increased its leading market share in Retail Media, surpassing $200 million in annual revenue.

What capital allocation strategy does Criteo employ?

Criteo has a disciplined approach to capital allocation, including returning capital to shareholders through share buybacks.

How many directors are on Criteo's Board?

Criteo's Board comprises eight highly qualified and diverse directors, seven of whom are independent.