Filing Flows › Criteo S.A. (CRTO) › Takeover & LBO
Is Criteo S.A. (CRTO) a takeover target?
A leveraged buyout at today's price plus 30% ($19.05 a share) would return a loss of all the money the buyer puts in to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%. Historically 6.2% of companies with its figures were bought within a year (1.24× the average). Latest signal (2026-11-05): Merger proxy (DEFM14A).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $19.05 | today's $14.65 plus 30% |
| × shares | 49.8 million | |
| = Equity value | $948M | |
| + Debt refinanced | $1.5M | |
| − Cash | $303M | |
| + Other claims | $38.5M | preferred stock, minority interests |
| = Enterprise value | $686M | 4.5× EBITDA of $152M |
| Fees | $13.7M | 2% of the price |
| New debt | $446M | 2.9× EBITDA at 7.65% a year; the limit that binds: 65% of the price |
| Buyer's own money | $254M | 36% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $1.8B | $148M | $34.1M | −$60.6M | $506M |
| Year 2 | $1.7B | $145M | $38.7M | −$63.3M | $569M |
| Year 3 | $1.7B | $145M | $43.6M | −$66.7M | $636M |
| Year 4 | $1.8B | $148M | $48.7M | −$73.4M | $709M |
| Year 5 | $1.8B | $152M | $54.3M | −$81.1M | $791M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 3.1× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $466M | |
| − Debt left | $791M | |
| = Buyer's equity | −$324M | |
| Money multiple | -1.28× | on $254M put in |
| Buyer's yearly return (IRR) | −100.0% |
Price against return
What the buyer makes at other premiums over today's $14.65.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $16.12 | −100.0% |
| 20% | $17.58 | −100.0% |
| 30% | $19.05 | −100.0% |
| 40% | $20.51 | −100.0% |
| 50% | $21.98 | −100.0% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $1.8B | |
| EBITDA, last 12 months | $152M | 8.4% of revenue |
| Depreciation and amortization | $33.3M | |
| Capital spending | $154M | |
| Debt | $1.5M | |
| Cash | $303M | |
| Share price | $14.65 | on Oct 30, 2026 |
Fixed rules, the same as the interactive view's starting point: the shares are bought at today's price plus 30%, the company's debt is refinanced and fees take 2%. New debt is the least of 5.5× EBITDA, 65% of the price and the amount whose interest EBITDA covers 2 times, at 7.65% a year (SOFR 3.89% plus the high-yield B spread 3.26% plus 0.5%, rates of Oct 15, 2026). Revenue grows -3.0% in the first year — the company's own rate, held between −3% and +8% — fading to 3% by year 5; the EBITDA margin, depreciation and capital spending stay at today's share of revenue; working capital takes 10% of each year's added revenue; tax is 30% of profit after interest. Every dollar of free cash flow repays debt. After 5 years the buyer sells at today's multiple of EBITDA.
What a takeover could cost
Takeovers in its sector paid a median premium of 40% over the share price before the deal (the middle half 14.7% to 60.2%), according to the 20 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Criteo S.A. would cost about $20.51 a share, $1.0B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 14.7% | $16.80 | $837M |
| Median | 40% | $20.51 | $1.0B |
| High end (a quarter paid more) | 60.2% | $23.47 | $1.2B |
The odds, from history
Historically 6.2% of companies with its figures were bought within a year (1.24× the average). Its figures put it in decile 8 of 10 (10 = the most likely to be bought). The odds come from a model of every merger proxy, tender-offer response and going-private statement filed on EDGAR since 2011, set against each company's size, margins, debt, cash flow and growth the year before.
Rumors and deal signals
- 2026-11-05 · DEFM14A · Merger proxy (DEFM14A)
Criteo S.A.'s latest quarter
Criteo S.A., Q3 2026: revenue $416M (-11% year over year), operating margin 5.0%, net earnings $5.6M, operating cash flow $56.9M. The chart follows the revenue to costs, profit and cash.
Questions
Is Criteo S.A. being acquired?
The latest signal on file is from 2026-11-05: Merger proxy (DEFM14A). A headline is not a deal; Filing Flows lists the news, 8-K filings and 13D filings about a sale.
Could private equity buy Criteo S.A.?
A leveraged buyout at today's price plus 30% ($19.05 a share) would return a loss of all the money the buyer puts in to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%.
What would a takeover of Criteo S.A. cost?
Takeovers in its sector paid a median premium of 40% over the share price before the deal (the middle half 14.7% to 60.2%), according to the 20 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Criteo S.A. would cost about $20.51 a share, $1.0B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.