Criteo S.A. Announces Cross‑Border U.S. Merger, Planned Effective Jan 1, 2027

What Happened
Criteo S.A. (Lux Criteo) announced on August 5, 2026 that it entered into an Agreement and Plan of Merger and Common Draft Terms of Cross‑Border Merger to merge into its wholly owned U.S. subsidiary, Criteo Holdings, Inc. (U.S. Criteo). The companies expect the U.S. merger to become effective at 12:00:01 a.m. New York City time on January 1, 2027, unless the boards agree to a different time or date. U.S. Criteo filed a Registration Statement on Form S-4 with the SEC on August 5, 2026 in connection with the transaction.

Key Details

• Merger structure: Lux Criteo will merge into U.S. Criteo, Lux Criteo will dissolve and U.S. Criteo will be the surviving corporation.
• Share conversion: Each outstanding Lux Criteo ordinary share (excluding treasury shares) will be cancelled and converted into one share of U.S. Criteo common stock on a one‑for‑one basis (net of applicable withholding). Treasury shares and pre‑existing U.S. Criteo shares held by Lux Criteo will be cancelled.
• Equity awards: Existing Lux Criteo equity awards (time‑ and performance‑based RSUs, warrants, etc.) will be assumed and converted into equivalent awards in U.S. Criteo on a one‑for‑one basis.
• Conditions: The merger is subject to shareholder approval, the S-4/proxy statement becoming effective, required regulatory consents (including no injunctions), and approval to list U.S. Criteo common stock on a mutually selected nationally recognized U.S. exchange (subject to official notice of issuance).

Why It Matters
This is a cross‑border redomiciliation that would move Criteo’s parent company from Luxembourg to a U.S. corporation, convert existing shares into U.S. common stock, and aim to list those shares on a U.S. exchange—changes that can affect trading liquidity, investor access and certain shareholder rights. The transaction is not final: it requires shareholder and regulatory approvals and the S-4/proxy process is underway. Investors should review the Form S-4 and the definitive proxy/prospectus once available for full details and vote information.