8-K
Criteo S.A. (CRTO)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
February 23, 2024
Date of Report (Date of earliest event reported)
CRITEO S.A.
(Exact name of registrant as specified in its charter)
| France | 001-36153 | Not Applicable | |||||
|---|---|---|---|---|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) | 32 Rue Blanche | Paris | France | 75009 | |
| --- | --- | --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) |
+33 17 585 0939
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered |
|---|---|
| American Depositary Shares, each representing one ordinary share, nominal value 0.025 per share | Nasdaq Global Select Market |
| Ordinary Shares, nominal value 0.025 per share* | Nasdaq Global Select Market |
All values are in Euros.
*Not for trading, but only in connection with the registration of the American Depositary Shares.
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 7.01 | Regulation FD Disclosure. |
|---|
On February 23, 2024, Criteo S.A. (the “Company”), issued a press release.
The full text of the Press Release is attached hereto as Exhibit 99.1.
| ITEM 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit<br>Number | Description |
| --- | --- |
| 99.1 | Press Release dated February 23, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Criteo S.A. | ||
|---|---|---|
| Date: February 23, 2024 | By: | /s/ Ryan Damon |
| Name: | Ryan Damon | |
| Title: | Chief Legal and Corporate Affairs Officer |
Document
Criteo Comments on Letter from Petrus Advisers
NEW YORK – February 23, 2024–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:
a.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.
b.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.
c.We are increasing our leading market share in Retail Media, having surpassed $200 million in annual revenue.
d.In Q4 of 2023, we delivered record top line with organic growth acceleration.
e.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.
f.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