Petrus Advisers Ups Stake in Criteo S.A.

TL;DR

Petrus Advisers filed an amendment to their 13D on Criteo, showing increased ownership. Watch for potential activist moves.

AI Summary

Petrus Advisers Ltd. has amended its Schedule 13D filing regarding Criteo S.A. on April 18, 2024. The filing indicates a change in beneficial ownership, with Petrus Advisers Ltd. now holding a significant stake in the company. Specific details on the exact percentage or number of shares acquired in this amendment are not explicitly stated in the provided text, but the filing signifies an active interest from Petrus Advisers in Criteo S.A.

Why It Matters

This filing signals increased activist investor interest in Criteo S.A., potentially leading to changes in company strategy or governance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate a shift in significant shareholder positions and can precede activist campaigns, introducing uncertainty.

Key Players & Entities

• Petrus Advisers Ltd. (company) — Filing entity
• Criteo S.A. (company) — Subject company
• Connie Neumann (person) — Authorized to receive communications

FAQ

Key Financial Figures

• $19.5 m — as follows: A total of approximately $19.5 million, excluding commissions, was paid
• $150 million — o shareholders by repurchasing a record $150 million of stock in 2024 and to provide an inve
• $29 — agreement with RBC Bank, at a price of $29.7930, that terminates on July 11, 2024.

Filing Documents

• ea0204163-13da1petrus_crit.htm (SC 13D/A) — 103KB
• 0001213900-24-034116.txt ( ) — 104KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of the Original Schedule 13D

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows: A total of approximately $19.5 million, excluding commissions, was paid to acquire the ADS, including options to acquire ADS, purchased since the filing of the Original Schedule 13D on February 27, 2024. 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.

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Original Schedule 13D

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows: On April 16, 2024, the Issuer announced the nomination of Ernst Teunissen to stand for election to the Board as a new independent director at its 2024 Annual General Meeting of Shareholders (“AGM”). The Issuer also announced its intent to accelerate capital returns to shareholders by repurchasing a record $150 million of stock in 2024 and to provide an investor update on its Retail Media business in fall 2024. The Reporting Persons acknowledge the recent steps taken by the Issuer. The Reporting Persons support the nomination of Ernst Teunissen to the Board, the Issuer’s plan to accelerate capital return and provide an investor update on its Retail Media strategy, and the Issuer’s commitment to consider all relevant options for the business. The Reporting Persons remain committed to the goals set forth in the Letter, and will continue to work with the Issuer to maximize ADS and shareholder value, including by engaging with the Issuer in its evaluation of all relevant options for the business, including to evaluate all ownership options, and other governance enhancements. As such, the Reporting Persons intend to continue to engage in communications with, among others, the Issuer’s managers, Board members, shareholders of the Issuer, legal, financial, regulatory, technical, industry or other advisors, potential sources of financing, or other persons, regarding, among other things, the evaluation of all relevant options for the business, opportunities to maximize ADS and shareholder value, Issuer operations, governance and control, and other matters related to the Issuer or the Reporting Persons’ investment in the Issuer. CUSIP No. 226718104 13D Page 7 of 10 pages

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

(a)-(c) of the Original Schedule

Item 5(a)-(c) of the Original Schedule 13D is hereby amended and supplemented as follows: (a) See rows (11) and (13) of pages 2, 3 and 4 of this Amendment No. 1 for the aggregate number of ADS and percentage of ADS beneficially owned by the Reporting Persons. These amounts include (i) 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, and (ii) 310,000 ADS that the Reporting Persons have the right to recall at any time pursuant to a three-month repurchase agreement with RBC Bank, at a price of $29.7930, that terminates on July 11, 2024. The aggregate percentage of ADS reported beneficially owned by the Reporting Persons is based upon 56,142,643 Shares outstanding as of March 31, 2024, as disclosed in the Issuer’s proxy statement on Schedule 14A, filed by the Issuer with the Securities and Exchange Commission on April 16, 2024. (b) See rows (7) through (10) of pages 2, 3 and 4 of this Amendment No. 1 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 since the filing of the Original Schedule 13D on February 27, 2024, which were all in the open market, are set forth on Schedule 2 attached hereto.

Contracts, Arrangements, Understandings or Relationships With

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

of the Original Schedule 13D is hereby amended and supplemented

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows: The responses to Items 4 and 5 of this Amendment No. 1 are incorporated herein by reference. CUSIP No. 226718104 13D Page 8 of 10 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) April 18, 2024 (Date) By: /s/ Klaus Umek Klaus Umek April 18, 2024 (Date) By: /s/ Till Hufnagel Till Hufnagel April 18, 2024 (Date) CUSIP No. 226718104 13D Page 9 of 10 pages SCHEDULE 2 Transactions in the ADS of the Issuer by the Reporting Persons since the filing of the Original Schedule 13D The following table sets forth all transactions in the ADS effected since the filing of the Original Schedule 13D on February 27, 2024 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 Quantity 4 Name of Security Price 5 Trade Date 6 Till Hufnagel Buy 17,500 CRTO US Equity 33.57930 20240311 Petrus Advisers LTD Buy 1,000 CRTO US Equity 33.50668 20240311 Petrus Advisers LTD Buy 1,000 CRTO US Equity 33.43273 20240311 Klaus Umek Buy 30,511 CRTO US Equity 34.54210 20240312 Petrus Advisers LTD Buy 15,416 CRTO US Equity 34.95262 20240313 Petrus Advisers LTD Buy 9,500 CRTO US Equity 34.99201 20240313 Petrus Advisers LTD Buy 25,007 CRTO US Equity 34.90950 20240313 Petrus Advisers LTD Buy 27,654 CRTO US Equity 35.38382 20240314 Petrus Advisers LTD Buy 60,500 CRTO US Equity 35.10022 20240314 Klaus Umek Buy 2,500 CRTO US Equity 35.23960 20240314 Klaus Umek Buy 3,400 CRTO US Equity 35.62700 20240314 Klaus U

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