CRITEO to acquire IPONWEB

Criteo S.A. has entered into exclusive negotiations to acquire IPONWEB, a market-leading AdTech company with world-class media trading capabilities, for $380 million in a combination of cash and CRTO treasury shares. With this acquisition, Criteo accelerates its strategic plans to shape the future of commerce media and deliver the best commerce audiences at scale to both marketers and media owners across the open internet.

Compelling Strategic Fit

Criteo’s Commerce Media Platform is designed to provide marketers and media owners direct access to commerce audiences across the open internet. By connecting marketer and media owner first-party data across its vast network, Criteo powers seamless audience-first advertising solutions throughout the supply chain, helping brands seeking to drive household preference via CTV campaigns, advertise their consumer product on retailer websites and apps, or acquire retail direct customers.

For over 20 years, IPONWEB’s technology has helped to power an open and diverse advertising ecosystem, building enterprise solutions for media owners, agencies and marketers, and providing media trading infrastructure for the AdTech industry, serving both marketers and media owners in the process.

With this planned acquisition, Criteo accelerates its Commerce Media Platform vision and offers better control to its enterprise marketers – and their agency partners – by leveraging IPONWEB’s well-established DSP and SSP solutions. The acquisition also expands media owner monetization opportunities and provides critical services for first-party data management across the ecosystem. Together with IPONWEB, Criteo will distinguish itself as the commerce media partner of choice on the open internet for the post third-party cookie and identifier world.

IPONWEB’s open technology and culture are perfectly aligned with Criteo’s purpose to support a fair and open internet where technology enables discovery, innovation and choice for consumers, marketers and media owners. Both companies share a deep engineering culture to innovate and solve complex problems at scale, and are also global with European roots, grounded in privacy-focused, sophisticated datasets and AI.

Megan Clarken, Chief Executive Officer of Criteo, said, “Joining forces with IPONWEB turbocharges the execution of Criteo's Commerce Media Platform strategy. This is a defining moment in Criteo’s transformation to drive sustainable growth and revenue diversification, creating value for all stakeholders from day one. Criteo’s customers would benefit from enhanced full-funnel capabilities with even more flexible self-service tools, while continuing to leverage Criteo’s unique commerce data for targeting, measurement and superior outcomes.”

The proposed transaction is expected to be accretive to Criteo’s revenue growth, Adjusted EBITDA, EPS and Free Cash Flow, adding over $100 million in annual Revenue ex-TAC as well as positive Adjusted EBITDA contribution and cash flows from day one, accelerating Criteo’s New Solutions growth and further diversifying revenue to drive long-term sustainable growth.

Evercore is acting as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP and Baker McKenzie LLP are serving as legal counsels to Criteo in connection with the contemplated transaction. FieldFisher LLP is serving as legal counsel to IPONWEB.