0001193125-14-102299.txt : 20140317 0001193125-14-102299.hdr.sgml : 20140317 20140317160652 ACCESSION NUMBER: 0001193125-14-102299 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140317 FILED AS OF DATE: 20140317 DATE AS OF CHANGE: 20140317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Criteo S.A. CENTRAL INDEX KEY: 0001576427 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36153 FILM NUMBER: 14697680 BUSINESS ADDRESS: STREET 1: 32 RUE BLANCHE CITY: PARIS STATE: I0 ZIP: 75009 BUSINESS PHONE: 33140402290 MAIL ADDRESS: STREET 1: 32 RUE BLANCHE CITY: PARIS STATE: I0 ZIP: 75009 6-K 1 d695122d6k.htm FORM 6-K Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

March 17, 2014

Commission File Number: 001-36153

 

 

CRITEO S.A.

(Translation of registrant’s name into English)

 

 

32, rue Blanche

75009 Paris – France

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

x   Form 20-F    ¨  Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   ¨

 

 

 

EXHIBIT LIST

 

Exhibit

  

Description

Exhibit 99.1   Press Release dated March 17, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    CRITEO S.A.
Date: March 17, 2014     By:  

/s/ Jean-Baptiste Rudelle

    Name:   Jean-Baptiste Rudelle
    Title:   Chief Executive Officer
 EX-99.1 2 d695122dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Criteo Announces Commencement of Follow-on Offering

New York, March 17, 2014 – Criteo S.A. (Nasdaq: CRTO) announced today that it has commenced a public offering of 5,250,000 American Depository Shares, or ADSs, each representing one of Criteo’s ordinary shares. Criteo proposes to issue and sell an aggregate of 525,000 ordinary shares in the form of ADSs and certain existing shareholders of Criteo propose to sell an aggregate of 4,725,000 ordinary shares in the form of ADSs. The underwriters of the offering will have a 30-day option to purchase from the selling shareholders up to an additional 787,500 ordinary shares, on the same terms and conditions. Criteo will not receive any proceeds from the sale of ordinary shares by its existing shareholders.

The underwriters for the Company’s initial public offering in October 2013 and Criteo have consented to the release of lock-up restrictions with respect to the ordinary shares to be issued by Criteo in the follow-on offering and the ordinary shares held by the participating selling shareholders, including certain officers and directors of Criteo, to be sold in the follow-on offering, in each case in order to facilitate sales of such ordinary shares in the follow-on offering.

A registration statement relating to the ordinary shares has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. The registration statement can be accessed via the U.S. Securities and Exchange Commission internet site at www.sec.gov.

J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Jefferies LLC are acting as joint book-running managers for the offering. Stifel, Nicolaus & Company, Incorporated, Pacific Crest Securities LLC, SG Americas Securities, LLC and William Blair & Company, L.L.C. are acting as co-managers for the offering.

This offering is made only by means of a prospectus. A copy of the final prospectus related to the offering may be obtained at no cost, when available, by visiting EDGAR on the Securities and Exchange Commission’s website (www.sec.gov), or from J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Phone: (866) 803-9204; or Deutsche Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street, New York, NY 10005-2836, by email at prospectus.CPDG@db.com, or by telephone at (800) 503-4611; Morgan Stanley & Co. LLC Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by calling (866) 718-1649, or by emailing a request to prospectus@morganstanley.com; or Jefferies LLC, Equity Syndicate Prospectus Department, at 520 Madison Avenue, 2nd Floor, New York, NY, 10022, by emailing Prospectus_Department@Jefferies.com or by phone at (877) 547-6340.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the ordinary shares or the American Depositary Shares representing the ordinary shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

CONTACT:

Criteo Investor Relations

Edouard Lassalle, Head of IR

e.lassalle@criteo.com

Denise Garcia, ICR, Inc.

denise.garcia@icrinc.com

Criteo Public Relations

Emma Ferns, Global PR Director

e.ferns@criteo.com