Criteo S.A. announced that its shareholders voted overwhelmingly in favor of the company’s proposed conversion of its legal domicile from France to Luxembourg on February 27, 2026, as disclosed in a filing with the U.S. Securities and Exchange Commission.
The approval clears the way for the cross‑border conversion to be completed in the third quarter of 2026. At that time Criteo will replace its American Depositary Shares with ordinary shares that will be directly listed on Nasdaq, eliminating the need for a separate ADS structure and simplifying its capital‑market footprint.
The move to Luxembourg is intended to enhance strategic flexibility and streamline capital‑market operations. French corporate law imposes restrictions on direct mergers with U.S. companies and limits certain treasury‑share activities; by relocating to Luxembourg, Criteo can more easily pursue share repurchases, treasury‑share holdings, and other capital‑management initiatives that are more straightforward under Luxembourg law.
Criteo has stated that the transition will not disrupt its existing operations in France. The company remains committed to its teams and offices in France, and no immediate changes to employment or operational structure have been announced.
While the exact cost of the redomiciliation process has not been disclosed, the company has indicated that the benefits of a Luxembourg domicile—such as reduced regulatory complexity and potential tax efficiencies—are expected to outweigh the transition costs.
The redomiciliation also positions Criteo for potential inclusion in certain U.S. indices, which could broaden its shareholder base by attracting passive investment capital and increasing visibility among actively managed funds.
Chairman Frederik Van der Kooi said, "This vote represents an important milestone and sets Criteo on course to become a Luxembourg company in the third quarter of 2026, increasing our strategic flexibility and strengthening our ability to deliver sustainable long‑term value for our shareholders."
The decision is part of a broader strategy to improve governance, access European capital markets, and lay the groundwork for a possible future U.S. redomiciliation. By establishing a Luxembourg domicile, Criteo can more readily align its corporate structure with its global business model and pursue future financing or strategic initiatives with greater ease.
Glass Lewis and Institutional Shareholder Services recommended that Criteo shareholders vote in favor of the redomiciliation, underscoring broad support for the move among proxy advisory firms.
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