CRTO Criteo SA

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. )*

 

	Criteo S.A.
	(Name of Issuer)
	American Depositary Shares, each representing one Ordinary Share, nominal value €0.025 per share
	(Title of Class of Securities)
	226718104
	(CUSIP Number)
	Connie Neumann Office and compliance manager Petrus Advisers Ltd Eighth Floor, 6 New Street Square, New Fetter Lane London EC4A 3AQ, United Kingdom +44 20 7933 8831
	(Name, Address and Telephone Number of Person Authorized to
	Receive Notices and Communications)
	February 22, 2024
	(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 226718104

13D

Page 2 of 11 pages

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Petrus Advisers Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(see instructions)	(a)	☐
		(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* (see instructions)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom

	7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		0
	8	SHARED VOTING POWER
		2,446,674
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		2,922,248

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,922,248
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	(see instructions)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.29%1
14	TYPE OF REPORTING PERSON* (see instructions)
	FI

 

1	Based on 55,227,016 Shares (as defined herein) outstanding as of February 16, 2024, as disclosed in the Issuer’s Annual Report on Form 10-K filed on February 23, 2024.

 

 

CUSIP No. 226718104

13D

Page 3 of 11 pages

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Klaus Umek
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(see instructions)	(a)	☐
		(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* (see instructions)
	OO, PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Austrian

	7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		39,649
	8	SHARED VOTING POWER
		2,446,674
	9	SOLE DISPOSITIVE POWER
		39,649
	10	SHARED DISPOSITIVE POWER
		2,922,248

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,961,897
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	(see instructions)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.36%2
14	TYPE OF REPORTING PERSON* (see instructions)
	IN, HC

 

2	Based on 55,227,016 Shares outstanding as of February 16, 2024, as disclosed in the Issuer’s Annual Report on Form 10-K filed on February 23, 2024.

 

 

CUSIP No. 226718104

13D

Page 4 of 11 pages

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Till Hufnagel
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(see instructions)	(a)	☐
		(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* (see instructions)
	OO, PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	German

	7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		168,061
	8	SHARED VOTING POWER
		2,446,674
	9	SOLE DISPOSITIVE POWER
		168,061
	10	SHARED DISPOSITIVE POWER
		2,922,248

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,090,309
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	(see instructions)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.60%3
14	TYPE OF REPORTING PERSON* (see instructions)
	IN, HC

 

3	Based on 55,227,016 Shares outstanding as of February 16, 2024, as disclosed in the Issuer’s Annual Report on Form 10-K filed on February 23, 2024.

 

 

CUSIP No. 226718104

13D

Page 5 of 11 pages

 

Item 1. Security and Issuer.

 

This statement on Schedule 13D relates to the American Depositary Shares issued within the framework of the Amended and Restated Deposit Agreement dated December 28, 2021 between Criteo S.A., the Bank of New York Mellon and owners and holders of American Depositary Shares (the “ADS”), each representing one ordinary share, nominal value €0.025 per share, (the “Shares”) of Criteo S.A., a French société anonyme whose headquarters are located 32 rue Blanche, 75009 Paris, France (the “Issuer”).

 

Item 2. Identity and Background.
(a-c)	This statement is being filed by the following persons (hereafter referred to as a “Reporting Person” individually and “Reporting Persons” collectively):

 

NAME		ADDRESS		OCCUPATION
Petrus Advisers Ltd. (“Petrus”)		Eighth Floor, 6 New Street Square, New Fetter Lane London EC4A 3AQ, United Kingdom		The principal business of Petrus Advisers Ltd. is to hold securities for investment purposes and to act as an investment manager or portfolio adviser for certain investment vehicles and certain managed accounts.
Till Hufnagel		100 Pall Mall, London SW1Y 5NQ, United Kingdom		Hufnagel’s principal business is to serve as partner of Petrus Advisers Ltd.
Klaus Umek		100 Pall Mall, London SW1Y 5NQ, United Kingdom		Umek’s principal business is to serve as the managing partner of Petrus Advisers Ltd.

 

(d-e)	During the last five years, none of the persons or entities listed above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Petrus is a private limited company organized under the laws of the United Kingdom. Klaus Umek is a citizen of Austria and Till Hufnagel is a citizen of Germany.
Item 3. Source and Amount of Funds or Other Consideration.

 

A total of approximately €3.3 million, excluding commissions, was paid to acquire the ADS, including options to acquire ADS, purchased since the filing of the Reporting Persons’ Schedule 13G, filed with the Securities and Exchange Commission on December 1, 2023. The ADS reported herein were purchased using the working capital of the investment vehicles and managed accounts that own the ADS directly, for which Petrus serves as investment manager or portfolio adviser, as well as the personal funds of the private individuals who have signed powers of attorney in favor of Petrus, Mr. Hufnagel and Mr. Umek.   The Reporting Persons may effect purchases of ADS through margin accounts maintained with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable margin regulations, stock exchange rules and such firms’ credit policies. Positions in the ADS may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the ADS.
Item 4. Purpose of Transaction.
The Reporting Persons believe that the ADS represent an attractive investment opportunity as the Issuer’s value could substantially increase subject to revising its strategy, and possibly by being the target of a tender offer. On February 22, 2024, the Reporting Persons sent a public letter (the “Letter”) asking the Issuer to (i) prepare an investor day as soon as possible to explain its Retail Media strategy and a new mid-term plan, (ii) accelerate the existing share buyback by means of a substantial self-tender of up to $150 million, (iii) no later than Q4 2024, initiate a comprehensive strategic review, including to evaluate all ownership options, and (iv) refresh the board of directors of the Issuer (the “Board”) by adding independent candidates whom the Reporting Persons will propose, with the aim of strengthening capital markets acumen and industry experience. The Reporting Persons further seek to engage in a dialogue with the Issuer’s managers and Board members to maximize ADS and shareholder value. The Reporting Persons may also seek to communicate with shareholders and other third parties about such discussions and strategy.

 

 

CUSIP No. 226718104

13D

Page 6 of 11 pages

 

Depending on the evolution of the market for the ADS, as well as the outcome of (i) the Reporting Persons’ discussions with the Issuer’s managers and Board members (regarding in particular the Reporting Persons’ proposal to submit the candidacy of independent Board members to the next general meeting), (ii) the publication of the Letter, and (iii) the change, if any, in the Issuer’s strategy, the Reporting Persons may seek to obtain the appointment of new Board members, or the dismissal of existing Board members, at the Issuer’s next general meeting.

 

A copy of the Letter is filed as an exhibit to this statement on Schedule 13D and is incorporated herein by reference.

 

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and depending upon various factors, including without limitation, the Issuer’s financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, may endeavor (i) to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the ADS, the Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the ADS and the Shares without affecting their beneficial ownership of the ADS and the Shares. In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.
(a)	See rows (11) and (13) of pages 2, 3 and 4 of this Schedule 13D for the aggregate number of ADS and percentage of ADS beneficially owned by the Reporting Persons. These amounts include an aggregate 1,550,000 ADS that the Reporting Persons have the right to acquire within 60 days upon exercise of long standardized call options. The aggregate percentage of ADS reported beneficially owned by the Reporting Persons is based upon 55,227,016 Shares outstanding as of February 16, 2024, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed by the Issuer with the Securities and Exchange Commission on February 23, 2024.
(b)	See rows (7) through (10) of pages 2, 3 and 4 of this Schedule 13D for the ADS as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or direct the disposition. Each of Petrus, Mr. Hufnagel and Mr. Umek may be deemed to share voting power and share dispositive power over the ADS and options to acquire ADS held directly by the investment vehicles and managed accounts for which Petrus serves as investment manager or portfolio adviser and the private individuals who have signed powers of attorney in favor of Petrus.
(c)	The transactions in the ADS effected by the Reporting Persons during the past sixty (60) days, which were all in the open market, are set forth on Schedule 1 attached hereto.
(d)	The ADS reported on this statement on Schedule 13D as being beneficially owned by the Reporting Persons include ADS and options to acquire ADS owned directly by certain investment vehicles and managed accounts for which Petrus serves as investment manager or portfolio adviser, private individuals who have signed powers of attorney in favor of Petrus, and Mr. Hufnagel and Mr. Umek, each of which is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ADS and options to acquire ADS held directly by them.
(e)	Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

The information set forth in each of Item 3 and Item 5 of this Schedule 13D is incorporated herein by reference.

 

In connection with filing this Schedule 13D jointly, pursuant to Rule 13d-1(k)(1) under the Act, the Reporting Persons entered into a Joint Filing Agreement, a copy of which is filed as an exhibit to this statement on Schedule 13D and is incorporated herein by reference.

 

Except as otherwise set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Persons named in Item 2 and any other person with respect to any securities of the Issuer.

 

 

CUSIP No. 226718104

13D

Page 7 of 11 pages

 

Item 7. Material to be Filed as Exhibits.
Exhibit 1 – Joint Filing Agreement, dated February 27, 2024.
Exhibit 2 – Letter to the Issuer, dated February 22, 2024.

 

 

CUSIP No. 226718104

13D

Page 8 of 11 pages

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

		Petrus Advisers Ltd.
	By:	/s/ Suraj Shah
		Suraj Shah
		(Name)
		Director
		(Title)
		February 27, 2024
		(Date)

 

	By:	/s/ Klaus Umek
		Klaus Umek
		February 27, 2024
		(Date)

 

	By:	/s/ Till Hufnagel
		Till Hufnagel
		February 27, 2024
		(Date)

 

 

CUSIP No. 226718104

13D

Page 9 of 11 pages

 

SCHEDULE 1

 

Transactions in the ADS of the Issuer by the Reporting Persons During the Past Sixty (60) Days

 

The following table sets forth all transactions in the ADS effected during the past sixty (60) days by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share excludes commissions.

 

Reporting Person		Type		Quantity4		Name of Security		Price5		Trade Date6
Petrus Advisers LTD		Sell		-1,518		CRTO US Equity		25.20593		20231227
Klaus Umek		Sell		-600		CRTO US Equity		25.0071		20231227
Petrus Advisers LTD		Sell		-2,889		CRTO US Equity		25.10727		20231228
Petrus Advisers LTD		Sell		-1,712		CRTO US Equity		25.12770		20231228
Petrus Advisers LTD		Sell		-50,000		CRTO US Equity		25.19000		20231229
Petrus Advisers LTD		Buy		1,000		CRTO US Equity		25.09900		20231229
Petrus Advisers LTD		Buy		25,000		CRTO US Equity		25.29758		20231229
Petrus Advisers LTD		Buy		30,000		CRTO US Equity		25.28340		20231229
Petrus Advisers LTD		Buy		34,000		CRTO US Equity		25.28418		20231229
Klaus Umek		Sell		-4,832		CRTO US Equity		25.0257		20231229
Petrus Advisers LTD		Buy		45,000		CRTO US Equity		24.99485		20240102
Petrus Advisers LTD		Buy		50,000		CRTO US Equity		24.84981		20240102
Petrus Advisers LTD		Sell		-5,000		CRTO US Equity		24.74000		20240104
Petrus Advisers LTD		Buy		250		CRTO US Equity		24.50980		20240104
Petrus Advisers LTD		Buy		10,380		CRTO US Equity		24.45797		20240104
Petrus Advisers LTD		Sell		-22,300		CRTO US Equity		24.57729		20240105
Petrus Advisers LTD		Buy		11,269		CRTO US Equity		24.26476		20240105
Petrus Advisers LTD		Buy		3,244		CRTO US Equity		24.23029		20240109
Petrus Advisers LTD		Sell		-37,719		CRTO US Equity		24.81149		20240111
Petrus Advisers LTD		Buy		1,500		CRTO US Equity		24.42397		20240111
Petrus Advisers LTD		Sell		-15,721		CRTO US Equity		25.00029		20240112
Petrus Advisers LTD		Buy		15,000		CRTO US Equity		24.86574		20240112
Petrus Advisers LTD		Buy		2,500		CRTO US Equity		24.46904		20240116
Petrus Advisers LTD		Buy		2,500		CRTO US Equity		24.49454		20240116
Petrus Advisers LTD		Sell		-100		CRTO US Equity		24.30000		20240117
Klaus Umek		Sell		-55,560		CRTO US Equity		24.4358		20240117
Petrus Advisers LTD		Sell		-4,168		CRTO US Equity		24.43117		20240118
Petrus Advisers LTD		Sell		-10,077		CRTO US Equity		24.62221		20240119
Petrus Advisers LTD		Assignment		5,000 500,000		CRTO US 01/19/24 P25 Equity CRTO US Equity		0.00000 25.00000		20240119
Petrus Advisers LTD		Sell		-2,392		CRTO US Equity		24.88343		20240122
Petrus Advisers LTD		Sell		-9,100		CRTO US Equity		25.16000		20240123
Petrus Advisers LTD		Sell		-1,547		CRTO US Equity		25.21319		20240123
Petrus Advisers LTD		Sell		-10,000		CRTO US Equity		25.39511		20240124
Petrus Advisers LTD		Sell		-9,735		CRTO US Equity		25.45067		20240124
Petrus Advisers LTD		Buy		2,000		CRTO US 02/16/24 C30 Equity		0.25000		20240124

 

4	Quantity of options reflects number of contracts, with each contract representing 100 ADS.

5	Price per share in US dollars.

6	Trade dates are following the format YYYYMMDD.

 

 

CUSIP No. 226718104

13D

Page 10 of 11 pages

 

Petrus Advisers LTD		Buy		1,000		CRTO US Equity		25.5640		20240125
Petrus Advisers LTD		Sell		-13,757		CRTO US Equity		25.73459		20240126
Petrus Advisers LTD		Sell		-10,061		CRTO US Equity		25.70472		20240126
Klaus Umek		Buy		13,730		CRTO US Equity		25.85765		20240126
Petrus Advisers LTD		Sell		-10,996		CRTO US Equity		25.91127		20240129
Petrus Advisers LTD		Sell		-2,946		CRTO US Equity		26.01494		20240129
Petrus Advisers LTD		Sell		-3,692		CRTO US Equity		26.13014		20240130
Petrus Advisers LTD		Sell		-2,128		CRTO US Equity		26.13919		20240130
Klaus Umek		Buy		3,500		CRTO US Equity		26.024		20240130
Till Hufnagel		Buy		10,000		CRTO US Equity		26.1247		20240130
Petrus Advisers LTD		Buy		2,000		CRTO US Equity		26.04555		20240131
Petrus Advisers LTD		Buy		20,000		CRTO US Equity		26.14175		20240131
Petrus Advisers LTD		Buy		20,000		CRTO US Equity		26.14425		20240131
Petrus Advisers LTD		Sell		-240,856		CRTO US Equity		24.72210		20240201
Petrus Advisers LTD		Sell		-94,144		CRTO US Equity		24.72210		20240201
Petrus Advisers LTD		Buy		250		CRTO US Equity		26.25800		20240201
Petrus Advisers LTD		Buy		5,000		CRTO US 07/19/24 C25 Equity		3.00000		20240201
Petrus Advisers LTD		Sell		-6,400		CRTO US Equity		26.38500		20240202
Petrus Advisers LTD		Sell		-100		CRTO US Equity		26.40000		20240202
Petrus Advisers LTD		Buy		25,000		CRTO US Equity		26.04621		20240205
Petrus Advisers LTD		Sell		-4,830		CRTO US Equity		26.20041		20240206
Petrus Advisers LTD		Sell		-1,094		CRTO US Equity		26.20411		20240206
Petrus Advisers LTD		Sell		-50,000		CRTO US Equity		30.77579		20240207
Petrus Advisers LTD		Sell		-25,000		CRTO US Equity		30.65444		20240207
Petrus Advisers LTD		Sell		-25,000		CRTO US Equity		30.78328		20240207
Petrus Advisers LTD		Sell		-25,000		CRTO US Equity		30.85994		20240207
Petrus Advisers LTD		Sell		-25,000		CRTO US Equity		30.70018		20240207
Petrus Advisers LTD		Sell		-16,450		CRTO US Equity		30.77751		20240207
Petrus Advisers LTD		Sell		-15,200		CRTO US Equity		30.93281		20240207
Petrus Advisers LTD		Sell		-15,000		CRTO US Equity		30.91514		20240207
Petrus Advisers LTD		Sell		-15,000		CRTO US Equity		30.82196		20240207
Petrus Advisers LTD		Sell		-8,550		CRTO US Equity		30.68247		20240207
Petrus Advisers LTD		Sell		-1,100		CRTO US Equity		30.9100		20240207
Petrus Advisers LTD		Sell		-600		CRTO US Equity		31.00333		20240207
Petrus Advisers LTD		Buy		5,000		CRTO US Equity		31.51830		20240207
Klaus Umek		Sell		-23,790		CRTO US Equity		30.41270		20240207
Petrus Advisers LTD		Sell		-28,094		CRTO US Equity		32.02819		20240208
Petrus Advisers LTD		Sell		-25,000		CRTO US Equity		31.64675		20240208
Petrus Advisers LTD		Sell		-25,000		CRTO US Equity		31.78200		20240208
Petrus Advisers LTD		Sell		-25,000		CRTO US Equity		32.00063		20240208
Petrus Advisers LTD		Sell		-25,000		CRTO US Equity		32.02503		20240208
Petrus Advisers LTD		Sell		-25,000		CRTO US Equity		32.17000		20240208
Petrus Advisers LTD		Sell		-20,000		CRTO US Equity		31.50428		20240208
Petrus Advisers LTD		Sell		-1,906		CRTO US Equity		31.92099		20240208
Petrus Advisers LTD		Sell		-500		CRTO US Equity		32.30200		20240208
Petrus Advisers LTD		Buy		10,905		CRTO US Equity		26.175		20240208
Petrus Advisers LTD		Buy		14,000		CRTO US Equity		26.175		20240208

 

 

CUSIP No. 226718104

13D

Page 11 of 11 pages

 

Petrus Advisers LTD		Buy		24,185		CRTO US Equity		26.175		20240208
Petrus Advisers LTD		Sell		-32,500		CRTO US Equity		31.90000		20240209
Petrus Advisers LTD		Sell		-2,500		CRTO US 07/19/24 C35 Equity		2.10000		20240209
Petrus Advisers LTD		Buy		2,500		CRTO US 07/19/24 C32.5 Equity		3.17000		20240209
Petrus Advisers LTD		Sell		-10,200		CRTO US Equity		32.29186		20240212
Petrus Advisers LTD		Sell		-4,052		CRTO US Equity		32.21594		20240212
Petrus Advisers LTD		Buy		6,500		CRTO US Equity		32.17424		20240212
Petrus Advisers LTD		Sell		-6,750		CRTO US Equity		32.01		20240213
Petrus Advisers LTD		Buy		2,500		CRTO US Equity		31.97153		20240213
Klaus Umek		Buy		6,750		CRTO US Equity		32.01		20240213
Petrus Advisers LTD		Exercise		-2,000 200,000		CRTO US 02/16/24 C30 Equity CRTO US Equity		0.00000 30.00000		20240216
Petrus Advisers LTD		Sell		-63,000		CRTO US Equity		31.00000		20240221
Petrus Advisers LTD		Sell		-3,000		CRTO US 10/18/24 C35 Equity		2.55000		20240221
Petrus Advisers LTD		Buy		1,681		CRTO US Equity		31.28570		20240221
Petrus Advisers LTD		Buy		2,403		CRTO US Equity		31.28570		20240221
Petrus Advisers LTD		Buy		2,621		CRTO US Equity		31.76980		20240221
Petrus Advisers LTD		Buy		2,974		CRTO US Equity		31.28570		20240221
Petrus Advisers LTD		Buy		3,000		CRTO US 10/18/24 C30 Equity		4.90000		20240221
Petrus Advisers LTD		Buy		4,901		CRTO US Equity		31.76980		20240221
Petrus Advisers LTD		Buy		6,018		CRTO US Equity		31.76980		20240221

 

 

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is, and that all subsequent amendments to this statement on Schedule 13D (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. The undersigned acknowledge that each shall be responsible for the timely filing of this Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning them or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that they or it knows or has reason to believe that such information is inaccurate.

 

		Petrus Advisers Ltd.
	By:	/s/ Suraj Shah
		Suraj Shah
		(Name)
		Director
		(Title)
		February 27, 2024
		(Date)

 

	By:	/s/ Klaus Umek
		Klaus Umek
		February 27, 2024
		(Date)

 

	By:	/s/ Till Hufnagel
		Till Hufnagel
		February 27, 2024
		(Date)

 

Exhibit 2

 

 

 

Rachel Picard (Chair of the Board of Directors), Megan Clarken (CEO)

Criteo S.A. (“Criteo”)

32, Rue Blanche

75009 Paris

 

London, 22 February 2024

 

Dear Rachel and Megan,

 

We have recently added to our shareholding. Petrus Advisers now control 5.5% of the company. After deliberating with you, we are writing to propose change:

 

Criteo has what it takes to become an Ad-tech market leader – in Targeting, Retargeting and the emerging Retail Media space. We are buying into the vision you laid out to manage this transition. We are focused on human capital and supportive of your investment in people. However, Google’s phasing out of third-party cookies creates uncertainty which has been weighing on the equity story.

 

During the Q3 2023 earnings call, you slashed your 2025 net revenue¹ target of $1.4 billion and today broker consensus sits at c. $1.1 billion², implying an Adj. EBITDA shortfall of some $100 million³. This abrupt measure continues to frustrate market participants: Criteo’s share price dropped by 12% on earnings day to $24.64⁴, vs. a June 2021 peak of $45.45⁵ and average broker price target of $40.23 before the warning⁶. In the 3 months since then your average broker price target has come down to c. $36⁷. No one sees relevant upside.

 

This episode demonstrates the challenges of designing, executing and communicating a business model transformation for a complicated, listed, small Ad-tech company. The communication chosen by the team was least-in-class. The corporate structure of Criteo (HQ in Paris, listed on NASDAQ) remains unchanged and has resulted in the current situation: (i) no real French followership, (ii) only few but large investors who can stomach your complexity and (iii) the unsatisfactory illiquidity of the stock.

 

While the top 10 holders currently own more than two thirds of the company and you have a big buyback, Criteo’s stock performance is not reflective of the business’ underlying performance and growth outlook. The company continues to be vulnerable to opportunistic approaches by strategic and/or financial buyers who understand the value potential and are not too worried by the cookie deprecation.

 

We therefore demand that Criteo:

 

(i)

prepare an investor day ASAP to explain the Retail Media strategy and a new mid-term plan;

 

(ii)

accelerate the existing share buyback by means of a substantial self-tender of up to $150 million;

 

(iii)

no later than Q4 2024, initiate a comprehensive strategic review, including to evaluate all ownership options;

 

(iv)

refresh the Board of Directors by adding independent candidates whom we will propose, with the aim of strengthening capital markets acumen and industry experience.

 

Criteo must not remain ‘Lost in transition’ for all times. Standing by and watching the stock fluctuate like a branch in the waves of the ocean does not deliver any acceptable reward for being invested in Criteo.

 

Sincerely,
Klaus Umek		Till Hufnagel
Managing Partner		Partner

 

1	Refers to Contribution Ex TAC.

2	Contribution Ex TAC 2025E broker consensus as of 21 February 2024, as per Factset data.

3	Compared to the implied Adj. EBITDA target disclosed at the 2022 investor day. Delta based on the mid-point of the Adj. EBITDA margin 2025E target range of 28-32%, applied to the $1.4 billion Contribution Ex TAC 2025E target, vs. the current consensus EBITDA 2025E expectation, as per Factset data.

4	Close price as of 2 November 2023, as per Factset data.

5	Close price as of 29 June 2021, as per Factset data.

6	Average broker price target as of 1 November 2023, as per Factset data.

7	Average broker price target as of 21 February 2024, as per Factset data.

 

Petrus Advisers - 100 Pall Mall - London SW1Y 5NQ - www.petrusadvisers.com - office@petrusadvisers.com

 

Petrus Advisers Ltd, Company Number 08288908 is a company incorporated as private limited by shares, having its registered office situated in England and Wales with the registered office address of 8th Floor, 6 New Street Square, New Fetter Lane, London EC4A 3AQ. Petrus Advisers Ltd is Authorised and Regulated by the Financial Conduct Authority.

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