Petrus Advisers Discloses Stake in Criteo S.A. via SC 13D

TL;DR

**Petrus Advisers just disclosed a significant stake in Criteo S.A. via an SC 13D, signaling potential future involvement.**

AI Summary

Petrus Advisers Ltd. filed an initial SC 13D on February 27, 2024, disclosing its position in Criteo S.A. The filing identifies Criteo S.A.'s American Depositary Shares (CUSIP 226718104) as the class of securities, with a nominal value of €0.025 per share. Klaus Umek and Till Hufnagel are listed as group members associated with the filing. The document was filed from Petrus Advisers' London office.

Why It Matters

An SC 13D filing indicates a significant ownership stake (over 5%) by an investment firm, signaling potential for future engagement, activism, or influence over the subject company's strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a significant ownership stake by an investment firm, which could lead to increased scrutiny or potential strategic shifts for Criteo S.A.

Key Numbers

• €0.025 — Nominal Value per Share (Nominal value of Criteo S.A. American Depositary Shares)
• 226718104 — CUSIP Number (CUSIP for Criteo S.A. American Depositary Shares)
• 20240227 — Filing Date (Date the SC 13D was filed)

Key Players & Entities

• Criteo S.A. (company) — subject company
• Petrus Advisers Ltd. (company) — filer
• KLAUS UMEK (person) — group member associated with filing
• TILL HUFNAGEL (person) — group member associated with filing
• Connie Neumann (person) — office and compliance manager for Petrus Advisers Ltd.

FAQ

Key Financial Figures

• $150 m — s of a substantial self-tender of up to $150 million, (iii) no later than Q4 2024, ini

Filing Documents

• ea0200636-13dpetrus_criteo.htm (SC 13D) — 171KB
• ea0200636ex99-1_criteo.htm (EX-99.1) — 9KB
• ea0200636ex99-2_criteo.htm (EX-99.2) — 16KB
• ex99-2_001.jpg (GRAPHIC) — 4KB
• ex99-2_002.jpg (GRAPHIC) — 8KB
• ex99-2_003.jpg (GRAPHIC) — 6KB
• 0001213900-24-017666.txt ( ) — 223KB

Security and Issuer

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 ”).

Identity and Background

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.

Source and Amount of Funds or Other Consideration

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.

Purpose of Transaction

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

Interest in Securities of the Issuer

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

Contracts, Arrangements, Understandings or Relationships With

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

Material to be Filed as Exhibits

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 Quantity 4 Name of Security Price 5 Trade Date 6 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 Petr

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