V E R M E I L L E & C O

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Advisory Role in Petrus Advisors' Activist Campaign Targeting Criteo (2024)

Advice to activist fund Petrus Advisors in its public campaign targeting Criteo S.A. (a French company listed on Nasdaq, 2024): Investor Day, share buybacks, strategic review and board refresh.

Background

We advised the activist fund Petrus Advisors in connection with its public campaign targeting Criteo S.A., a French technology company exclusively listed on Nasdaq. The campaign was launched in response to a series of market disappointments, including a downward revision of 2025 revenue and EBITDA targets, in the context of a strategic repositioning toward Retail Media and mounting uncertainty surrounding the phase-out of third-party cookies.

In an open letter addressed to the Chairwoman of the Board and the Chief Executive Officer, Petrus Advisors — then holding a 5.5% stake — outlined a series of demands aimed at restoring market confidence and unlocking shareholder value. These included: (i) the immediate organization of an Investor Day to clarify the company's strategy, (ii) the launch of a $150 million self-tender offer to accelerate the share buyback program, (iii) a full strategic review, including potential M&A and take-private scenarios, and (iv) a refresh of the board of directors through the appointment of new independent directors nominated by the fund.

Experience

We supported Petrus Advisors in designing and executing the legal and strategic framework of the campaign. Our work included a detailed assessment of Criteo's corporate governance structure (board composition and procedures, dual corporate and listing structure, applicable legal regimes), as well as the formulation and articulation of the demands addressed to the company.

We also advised on the specific legal implications of holding a minority stake in a French company listed in the United States — a structure governed simultaneously by European corporate law and U.S. securities regulation. Navigating this transatlantic legal and governance landscape required close coordination with a leading U.S. law firm, with whom we worked to develop a coherent and enforceable activist strategy at the intersection of both legal systems.