Criteo signs merger deal to redomicile from Luxembourg to U.S. Criteo, effective January 1, 2027
Criteo S.A. entered into a Merger Agreement under which its Luxembourg parent, Lux Criteo, would merge into its wholly owned Delaware subsidiary, U.S. Criteo, which would survive. Shares of Lux Criteo would convert one-to-one into U.S. Criteo common stock, and the merger is subject to shareholder approval, an effective Form S-4 registration statement, and other conditions, with a planned Effective Time of 12:00:01 a.m. New York time on January 1, 2027. The filing does not state financial terms, but it changes the company's legal home and the form of shares shareholders would hold.
Key points
- Lux Criteo would merge into U.S. Criteo, a Delaware corporation, with U.S. Criteo surviving; the Effective Time is set for 12:00:01 a.m. New York City time on January 1, 2027, unless changed.
- Each ordinary share of Lux Criteo would be exchanged for shares of U.S. Criteo common stock on a one-to-one basis, without interest and net of applicable withholding taxes.
- Completion requires shareholder approval, effectiveness of a Form S-4 registration statement, and listing of U.S. Criteo common stock on a nationally recognized U.S. exchange.
- On August 5, 2026, U.S. Criteo filed the Form S-4 with the SEC; the filing states that the merger may be terminated by mutual agreement before the Effective Time.
The filing
Written by AI on Nov 9, 2026, 8:38 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on August 05, 2026.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.