MergerAug 5, 2026, 04:38 PM
Criteo S.A. to Merge into U.S. Subsidiary for Index Inclusion
AI Summary
Criteo S.A. announced it has entered into a Merger Agreement and Draft Terms to merge with and into its wholly-owned U.S. subsidiary, Criteo Holdings, Inc., with U.S. Criteo surviving. The cross-border merger is expected to become effective on January 1, 2027, and aims to position the surviving U.S. entity for broader inclusion in major U.S. stock indices. Under the agreement, Lux Criteo ordinary shares and equity awards will be exchanged for U.S. Criteo common stock on a one-to-one basis, subject to shareholder and regulatory approvals.
Key Highlights
- Criteo S.A. (Lux Criteo) to merge into Criteo Holdings, Inc. (U.S. Criteo)
- U.S. Criteo will be the surviving corporation after the merger
- Merger effective January 1, 2027, at 12:00:01 a.m. New York City time
- Lux Criteo ordinary shares to be exchanged for U.S. Criteo common stock on a 1:1 basis
- Equity awards will convert to U.S. Criteo common stock on a 1:1 basis
- Merger aims for broader inclusion in major U.S. stock indices for U.S. Criteo
- Conditions include shareholder approval, S-4 effectiveness, and U.S. listing on NYSE
- U.S. Criteo filed a Registration Statement on Form S-4 in connection with the merger
Price Impact
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