ITEM 2.02 Results of Operations and Financial Condition

On April 29, 2020, Criteo S.A. (the "Company") issued a press release and will hold a conference call regarding its financial results for the quarter ended March 31, 2020. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures is contained in the attached Exhibit 99.1 press release.




ITEM 8.01   Other Events

Criteo today announces that the Board of Directors has authorized a share repurchase program of up to $30 million of the Company's outstanding American Depositary Shares.

This program relies primarily upon the authorization provided under L. 225-208 of the French Commercial Code, and as such the Company intends to use repurchased shares to satisfy employee equity plan vesting in lieu of issuing new shares. If a new authorization under L. 225-209-2 of the French Commercial Code is granted by the Company's shareholders at the Company's 2020 Annual General Meeting, the program could alternatively rely on the new authorization, provided the conditions provided therein notably relating to stock price are met, and could be used either to satisfy employee equity plan vesting in lieu of issuing new shares, or in connection with M&A transactions.

Under the terms of the approved program, the stock purchases may be made from time to time on the Nasdaq Global Select Market in compliance with applicable state and federal securities laws (including the requirements of Securities and Exchange Commission ("SEC") Rule 10b-18) and applicable provisions of French corporate law. The timing and amounts of any purchases will be based on market conditions and other factors including price, regulatory requirements and capital availability, as determined by Criteo's management team and within the limits set by the shareholders' authorization. The program does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice.




ITEM 9.01    Financial Statements and Exhibits.



    (d)   Exhibits



Exhibit
Number         Description
  99.1           Press release dated April 29, 202    0
104            Cover Page Interactive Data File (embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses