Criteo outlines shareholder-voted transaction, cites Nasdaq listing risk

Rhea-AI Filing Summary

Criteo S.A. filed a Rule 425 communication outlining a proposed transaction that will be put to a shareholder vote via a forthcoming Registration Statement on Form S-4, which will include a proxy statement/prospectus for a special meeting.

The communication lists key conditions and risks, including obtaining the required shareholder approvals, a threshold tied to an option for shareholders to withdraw shares for cash, potential legal or regulatory actions, and the risk of failing to list shares on Nasdaq following the transaction or maintain that listing. It also references potential changes such as terminating the ADS program and, following completion, a possible redomiciliation to the United States via a merger into a newly incorporated, wholly owned U.S. subsidiary.

The document clarifies definitions around passive vs. active funds, ADSs and ordinary shares, and notes that Criteo is not currently eligible for inclusion in major U.S. indices, resulting in no passive funds in its shareholder base. It emphasizes that this is not an offer or solicitation and directs investors to review the S-4, proxy statement/prospectus and related filings when available.

Insights

Capital markets counsel

Procedural step toward a shareholder-voted reorganization; neutral impact.

This communication signals a transaction to be presented to shareholders via an S-4 that includes a proxy statement/prospectus. It lists gating conditions such as the required vote and a withdrawal-for-cash option capped by a threshold, any of which could impede completion.

Post-transaction objectives include listing shares on Nasdaq and potentially ending the ADS program, with an additional pathway to redomicile to the U.S. via merger into a newly formed subsidiary. Each step carries execution risk explicitly noted, including potential legal or regulatory actions and listing risks.

Actual effects hinge on approvals and holder choices. Investors will need the S-4 and definitive proxy statement/prospectus for precise terms and mechanics once available.

Filed by Criteo S.A. pursuant to

Rule 425 under the Securities Act of 1933 and deemed filed

pursuant to Rule 14a-12 under the

Securities Exchange Act of 1934

Subject Company: Criteo S.A.

Commission File No.: 001-36153

The Shift Toward Passive Investing Has Accelerated Source: Bloomberg

Active Funds Are Experiencing Outflows, While Passive Funds Are Attracting Large Inflows Source: Bloomberg

Definitions Passive funds aim to replicate a specific market index, such as the S&P 500, using it directly as their benchmark. Criteo is currently not eligible for inclusion in major U.S. indices and therefore does not have any passive funds in its shareholder base. Active funds are portfolio manager-driven and seek to outperform a target or achieve specific investment goals — they may use an index for comparison, but not always, since some follow absolute-return or benchmark-agnostic strategies. ADS (American Depositary Shares) are shares of a foreign company held by a U.S. bank. ADSs allow investors in the U.S. to buy and sell shares of non-U.S. companies on U.S. exchanges Ordinary Shares are the standard shares of ownership issued by a company. In a direct listing, a company makes its ordinary shares available for trading directly on a stock exchange

Disclaimers Cautionary Statement Regarding Forward-Looking Statements This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements include statements with respect to our financial condition, results of operations, cash flows, plans, objectives, future performance and business and the assumptions underlying such statements. By way of illustration, words such as “anticipate”, “believe”, “expect”, “intend”, “estimate”, “project”, “will”, “should”, “could”, “may”, “predict” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. We base forward-looking statements on our current assumptions, expectations, estimates and projections about us and the markets that we serve in light of our industry experience, as well as our perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties, estimates and assumptions that are difficult to predict and often outside of our control. Therefore, actual outcomes and results may differ materially from those expressed in forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors, including, among others: failure to obtain the required shareholder vote to adopt the proposals needed to complete the transaction; failure to satisfy any of the other conditions to the transaction, including the condition that the option to withdraw shares for cash in connection with the transaction is not exercised above a certain threshold; the transaction not being completed; the impact or outcome of any legal proceedings or regulatory actions that may be instituted against us in connection with the transaction; failure to list our shares on Nasdaq following the transaction or maintain our listing thereafter; inability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the transaction; the disruption of current plans and operations by the transaction; the disruption to our relationships, including with employees, landowners, suppliers, lenders, partners, governments and shareholders; the future financial performance of Criteo following the transaction, including our anticipated growth rate and market opportunity; changes in shareholders’ rights as a result of the transaction; inability to terminate the deposit agreement and withdraw our ordinary shares from the depositary so as to terminate our ADS program; difficulty in adapting to operating under the laws of Luxembourg; the deferment or abandonment of the transaction by our board of directors up to three days prior to the general shareholders’ meeting to vote thereon; following the completion of the transaction, a delay or failure in our ability to redomicile to the United States via the merger into a newly incorporated and wholly-owned U.S. subsidiary for any reason; costs or taxes related to the transaction; changes in general political, economic and competitive conditions and specific market conditions; adverse changes in the marketing industry; changes in applicable laws or accounting practices; failure related to our technology and our ability to innovate and respond to changes in technology; uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory; investments in new business opportunities and the timing of these investments; whether the projected benefits of the transaction, acquisitions or other strategic transactions materialize as expected; uncertainty regarding our international operations and expansion, including related to changes in a specific country’s or region’s political or economic conditions or policies (such as changes in or new tariffs); the impact of competition; uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith; our ability to obtain and utilize certain data as a result of consumer concerns regarding data collection and sharing, as well as potential limitations in accessing data from third parties; failure to enhance our brand cost-effectively; recent growth rates not being indicative of future growth; our ability to manage growth, potential fluctuations in operating results; our ability to grow our base of clients; risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results; and those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in Criteo’s filings with the U.S. Securities and Exchange Commissions (the “SEC”) and reports, including Criteo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025, subsequent Quarterly Reports on Form 10-Q and the Registration Statement on Form S-4 expected to be filed in connection with the transaction, as well as future filings and reports by Criteo. As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this communication. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events, or otherwise.

Additional Information and Where to Find It In connection with the transaction, Criteo intends to file a Registration Statement on Form S-4 with the SEC that will include a preliminary proxy statement for a special meeting of Criteo’s shareholders to approve the transaction and will also constitute a preliminary prospectus. After the Registration Statement on Form S-4 is declared effective, the definitive proxy statement / prospectus and other relevant documents will be made available to Criteo’s shareholders as of the record date established for voting on the transaction and the other proposals relating to the transaction set forth in the proxy statement / prospectus. Criteo may also file other relevant documents with the SEC regarding the transaction. This communication is not a substitute for the registration statements, the proxy statement / prospectus (if and when available) or any other document that Criteo may file with the SEC with respect to the transaction. The definitive proxy statement / prospectus will be mailed to Criteo’s shareholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT / PROSPECTUS, ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CRITEO AND THE TRANSACTION. Shareholders will be able to obtain copies of these materials (if and when they are available) and other documents containing important information about Criteo and the transaction, once such documents are filed with the SEC, free of charge through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Criteo are made available free of charge on Criteo’s investor relations website at https://criteo.investorroom.com. No Offer or Solicitation This communication is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Participants in the Solicitation Criteo and its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from Criteo’s shareholders in connection with the transaction. Information about Criteo’s directors and executive officers is set forth in the proxy statement for Criteo’s 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 29, 2025. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement / prospectus and other relevant materials regarding the transaction to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above in “Additional Information and Where to Find It.”

FAQ

What did Criteo (CRTO) file under Rule 425?

A communication describing a proposed transaction to be voted on via a forthcoming Form S-4 that will include a proxy statement/prospectus.

Will Criteo file a Form S-4 and hold a special meeting?

Yes. The company intends to file an S-4 containing a proxy statement/prospectus for a special shareholder meeting to approve the transaction.

What key risks and conditions does Criteo highlight?

Obtaining the required shareholder vote, a threshold tied to a cash withdrawal option, potential legal or regulatory actions, and Nasdaq listing and maintenance risks.

Does the plan involve Nasdaq listing and ADS changes?

The risks include failure to list shares on Nasdaq after the transaction and reference a potential termination of the ADS program.

Is this an offer or solicitation to buy or sell securities?

No. The communication states it is not an offer, invitation, or solicitation and directs investors to future SEC filings.

Is Criteo currently in major U.S. indices or held by passive funds?

No. It states Criteo is not eligible for inclusion in major U.S. indices and has no passive funds in its shareholder base.

Could Criteo redomicile to the United States?

Following completion of the transaction, the communication references a potential merger into a newly incorporated, wholly owned U.S. subsidiary.