Expects to return a record $150 million of capital to shareholders in
2024
To provide Retail Media business update in
fall 2024
NEW
YORK, April 16, 2024 /PRNewswire/ -- Criteo S.A.
(NASDAQ: CRTO), the commerce media company ("Criteo" or the
"Company"), today announced the nomination of Ernst Teunissen to stand for election to its
Board of Directors as a new independent director at Criteo's 2024
Annual General Meeting of Shareholders ("AGM").
Ernst Teunissen has over 30 years
of experience in online advertising, global capital markets and
M&A, most recently serving as Chief Financial Officer of
TripAdvisor and Chief Executive of its business units Viator,
TheFork and Cruise Critic. Prior to that, he was Chief Financial
Officer of Cimpress, and he held senior leadership positions in the
media and telecommunications investment banking groups at Morgan
Stanley and Deutsche Bank.
"We are delighted to welcome Ernst to the Board of Directors and
look forward to the valuable insights and experience he will bring
to Criteo. Ernst has deep financial expertise, capital markets
experience and strong industry leadership with a proven track
record of taking action to create shareholder value," said
Rachel Picard, Chairwoman of
Criteo's Board.
Ernst Teunissen stated, "This is
an exciting time to be joining Criteo's Board. I look forward to
working closely with the other directors and the management team to
oversee the successful execution of the Company's Commerce Media
strategy and create shareholder value."
Criteo also announced that James
Warner has informed the Board that he has decided not to
stand for reelection at the upcoming AGM. As Vice Chairman of
Criteo's Board of Directors and Chairman of the Compensation
Committee, Mr. Warner helped guide Criteo from its earliest stages
of growth to its transformation to become a Commerce Media
powerhouse.
Ms. Picard added, "We want to express our sincere thanks to
Jim for his significant contributions and dedication to Criteo
during his tenure on the Board. We greatly benefited from Jim's
expertise in media and advertising, and his tremendous insights and
guidance have been instrumental to advance Criteo's strategic
priorities and industry leadership."
Megan Clarken, Chief Executive
Officer of Criteo, said, "We are thrilled to welcome Ernst to the
Board. We're confident Criteo will benefit from his valuable
perspectives as we continue to focus on leveraging the momentum we
have achieved through our transformation."
With the election of Ernst
Teunissen at the Annual General Meeting, the Board will be
comprised of eight directors, seven of which are considered
independent and four of which have been added over the last five
years.
Business Update
Ms. Clarken continued, "The strategy that we have been executing
over the last few years has positioned Criteo as the end-to-end
AdTech platform of choice in Retail and Commerce Media, and we are
excited about the upside in the business. Criteo has significant
momentum, including crossing $1
billion in Contribution ex-TAC for the first time and
achieving an adjusted EBITDA margin of 30% in 2023. We have also
returned nearly $550 million of
capital to shareholders over the past six years, and we intend to
accelerate capital returns to shareholders by repurchasing a record
$150 million of stock in 2024.
We also intend to provide an investor update on our Retail Media
business in fall 2024 to discuss the progress we have achieved in
this important part of our business and the compelling
opportunities we have to drive profitable growth and enhance our
position as the leading Retail Media AdTech provider. As we
continue to execute the Company's transformation, the Board and
management team remain open and will continue to consider all
opportunities to create further value for shareholders."
Till Hufnagel, Partner at Petrus
Advisers, a Criteo shareholder, said: "We remain enthusiastic about
Criteo's continued business momentum and shareholder value creation
potential. Following our letter of February
2024, we have had very constructive discussions with the
Criteo team. We believe Ernst
Teunissen is a very strong addition to the Board of
Directors and support his nomination. Petrus Advisers also supports
Criteo's decision to accelerate capital return and provide an
investor update on its Retail Media strategy, and we appreciate the
team's commitment to consider all relevant options for the
business. We remain confident that Criteo is well positioned to
enhance its position as an AdTech market leader and look forward to
continuing our productive relationship with the Company."
Additional biographical information on Ernst Teunissen is included below:
Ernst Teunissen has over 30 years
of experience in consumer internet, online marketplaces and
advertising, global capital markets, M&A and strategy. Most
recently, Mr. Teunissen served as the Chief Financial Officer of
Tripadvisor, as well as Chief Executive of Viator, TheFork, and
Cruise Critic, business units of TripAdvisor, where he was
responsible for multiple acquisitions, investments, and joint
ventures. Mr. Teunissen previously served as Executive Vice
President and Chief Financial Officer of Cimpress N.V., formerly
known as Vistaprint N.V., where he oversaw revenue growth from
$600 million to $1.8 billion and multiple successful
acquisitions. Prior to joining Cimpress, Mr. Teunissen was a
Founder and Director of two corporate finance and management
consulting firms. Before that, he was an investment banker in
Morgan Stanley's Media and Communications Group and in Deutsche
Bank's Global Telecommunications Group. Mr. Teunissen currently
serves on the Board of Directors and Audit Committee of Printful.
He began his career as a strategy consultant at Monitor Company.
Mr. Teunissen holds a BBA from Nijenrode University, The
Netherlands School of Business, and an MBA from the University of Oregon.
The 2024 Annual General Meeting will be taking place on
June 25, 2024. In addition to
Ernst Teunissen, the following
directors will also be standing for re-election: Megan Clarken, Marie
Lalleman and Edmond
Mesrobian.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements and other
statements that are not historical facts and involve risks and
uncertainties that could cause actual results to differ materially.
Factors that might cause or contribute to such differences include,
but are not limited to: failure related to our technology and our
ability to innovate and respond to changes in technology,
uncertainty regarding our ability to access a consistent supply of
internet display advertising inventory and expand access to such
inventory, including without limitation uncertainty regarding the
timing and scope of proposed changes to and enhancements of the
Chrome browser announced by Google, investments in new business
opportunities and the timing of these investments, whether the
projected benefits of acquisitions materialize as expected,
uncertainty regarding international growth and expansion (including
related to changes in a specific country's or region's political or
economic conditions), the impact of competition, uncertainty
regarding legislative, regulatory or self-regulatory developments
regarding data privacy matters and the impact of efforts by other
participants in our industry to comply therewith, the impact of
consumer resistance to the collection and sharing of data, our
ability to access data through third parties, failure to
enhance our brand cost-effectively, recent growth rates not being
indicative of future growth, our ability to manage growth,
potential fluctuations in operating results, our ability to grow
our base of clients, and the financial impact of maximizing
Contribution ex-TAC, as well as risks related to future
opportunities and plans, including the uncertainty of expected
future financial performance and results and those risks detailed
from time-to-time under the caption "Risk Factors" and elsewhere
in the Company's SEC filings and reports, including the
Company's Annual Report on Form 10-K filed with the SEC on
February 23, 2024, and in subsequent
Quarterly Reports on Form 10-Q as well as future filings and
reports by the Company. Importantly, at this time, macro-economic
conditions including inflation and rising interest rates in the
U.S. have impacted Criteo's business, financial condition, cash
flow and results of operations.
Except as required by law, the Company undertakes no duty or
obligation to update any forward-looking statements contained in
this release as a result of new information, future events, changes
in expectations or otherwise.
Important Additional Information and Where to Find It
The Company plans to file proxy materials with the U.S.
Securities and Exchange Commission (the "SEC") in connection with
the solicitation of proxies for the Company's 2024 annual combined
general meeting of shareholders (the "2024 Annual Meeting"). Prior
to the 2024 Annual Meeting, Criteo will file a definitive proxy
statement (the "Proxy Statement") together with a proxy card.
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Shareholders will be able to obtain, free of
charge, copies of the Proxy Statement, any amendments or
supplements thereto and any other documents (including the proxy
card) when filed by the Company with the SEC in connection with the
2024 Annual Meeting at the SEC's website (http://www.sec.gov) or at
the Company's website https://criteo.investorroom.com/ or by
contacting Innisfree M&A Incorporated by phone at (877)
687-1874 in the United States and
at +1 (412) 232-3651 outside the United
States.
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers
and other employees may be deemed to be participants in the
solicitation of proxies from shareholders in connection with the
2024 Annual Meeting. Additional information regarding the identity
of these potential participants, none of whom own in excess of one
percent (1%) of the Company's shares, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the Proxy Statement and other materials to be filed with the SEC in
connection with the 2024 Annual Meeting. Information relating to
the foregoing can also be found in the Company's definitive proxy
statement for its 2023 annual combined general meeting of
shareholders (the "2023 Proxy Statement"), filed with the SEC on
April 27, 2023. To the extent
holdings of the Company's securities by such potential participants
(or the identity of such participants) have changed since the
information printed in the 2023 Proxy Statement, such information
has been or will be reflected on Statements of Change in Ownership
on Forms 3 and 4 filed with the SEC. You may obtain free copies of
these documents using the sources indicated above.
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
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SOURCE Criteo S.A.
