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EX-99.1 - EXHIBIT 99.1 - PRESS RELEASE, DATED OCTOBER 4, 2016 - Criteo S.A.ex99-1.htm
EX-2.1 - EXHIBIT 2.1 - MERGER AGREEMENT, DATED OCTOBER 3, 2016 - Criteo S.A.ex2-1.htm
8-K - 8-K - Criteo S.A.form8k.htm
Exhibit 99.2
 
Criteo to Acquire Hooklogic
Strengthening its Performance Marketing
Platform
October 4, 2016
 
 

 
2 | Copyright © 2016 Criteo
 
Safe Harbor Statement
This presentation contains “forward-looking” statements that are based on our management’s beliefs and
assumptions and on information currently available to management. Forward-looking statements include
information concerning the anticipated acquisition, our possible or assumed future results of operations,
business strategies, financing plans, projections, competitive position, industry environment, potential
growth opportunities, potential market opportunities and the effects of competition.
Forward-looking statements include all statements that are not historical facts and can be identified by
terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “intends,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may
cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements. Forward-looking
statements represent our management’s beliefs and assumptions only as of the date of this presentation.
You should read the Company’s most recent Annual Report as filed on Form 10-K, on February 29,
2016, including the Risk Factors set forth therein and the exhibits thereto, completely and with the
understanding that our actual future results may be materially different from what we expect. Except as
required by law, we assume no obligation to update these forward-looking statements publicly, or to
update the reasons actual results could differ materially from those anticipated in the forward-looking
statements, even if new information becomes available in the future.
 
 

 
3 | Copyright © 2016 Criteo
 
Agenda
2
What is the Hooklogic solution?
3
What is the strategic rationale for acquiring
Hooklogic?
1
What are we announcing
today?
4
What is the financial impact of the
acquisition?
5
What key benefits and opportunities does this
acquisition bring Criteo?
 
 

 
4 | Copyright © 2016 Criteo
 
Criteo to Acquire Hooklogic
 Criteo signed a definitive agreement to acquire
 100% of Hooklogic shares outstanding
 Total consideration price of $250M in cash*
 The transaction is expected to close in Q4 2016
* Subject to net working capital, net debt and other adjustments at closing
 
 

 
5 | Copyright © 2016 Criteo
 
Broader base of retailer partners
New demand
Future innovation
The acquisition of Hooklogic brings Criteo key strategic benefits
and opportunities
1
2
3
Extends Criteo’s performance marketing business to brand manufacturers
Expands the Hooklogic business through Criteo’s broad base of retail
customers
Provides additional expertise for enhancing existing products
and building
future performance marketing products
 
 

 
6 | Copyright © 2016 Criteo
 
Who is Hooklogic?
 Pioneer of a performance marketing
 exchange
for consumer brand
 manufacturers
 Connects many of the world’s largest retail
 ecommerce sites
with consumer brand
 manufacturers
 Privately-held company, founded in
 2004
, headquartered in New York City
 ~$130M gross revenue expected in 2016, over +100%
 year-over-year;
 
~190 full-time employees
 Works with over 1,000 consumer brands and 50 retailer
 partners
 
 

 
7 | Copyright © 2016 Criteo
 
The Hooklogic team brings some of the brightest minds in
performance marketing
Jason Ordway
Chief Technology Officer
John Roswech
Chief Revenue Officer
Jonathan Opdyke
Co-founder & CEO
Jonn Behrman
Chief Product Officer
 
 

 
8 | Copyright © 2016 Criteo
 
What does Hooklogic do?
Bid on sponsored product ads embedded in
ecommerce properties
and high-traffic publisher sites
Pay for clicks
Measure ROI through Hooklogic’s post-click
attribution technology
Hooklogic operates the Hooklogic Exchange, a performance
marketing exchange
that enables consumer brand manufacturers to:
 
 

 
9 | Copyright © 2016 Criteo
 
Hooklogic works with many of the world’s largest consumer brand
manufacturers
 
 

 
10 | Copyright © 2016 Criteo
 
Hooklogic partners with the world’s biggest retailers to target high-
intent shoppers
…and many more!
Criteo retailer clients
 
 

 
11 | Copyright © 2016 Criteo
 
The Hooklogic solution brings clear benefits to consumer brands
and retailers alike
Consumer brands reach consumers
via Hooklogic solution
Retailers earn revenue
by monetizing site traffic via CPC-based
native ads
Consumer brands marketing spend is directly linked to retail sales
via post-click attribution technology
Performance marketing for brands
Retailers
Consumer brands
 
 

 
12 | Copyright © 2016 Criteo
 
How does the Hooklogic solution work?
The Hooklogic Exchange is a unique marketplace where brand manufacturers bid
on Hooklogic
Sponsored Products ads and Hooklogic Drive to Retail ads
Product Detail
Page
Sponsored Products
Drive to Retail
 Ad campaigns
 
on retailer site
 Tools to optimize
 bids, keywords
 and results
 Native
 sponsored
 listings
ads
 Direct link to
 retailer’s
product
 detail page
 Ad campaigns on
 high-traffic publisher
 sites
 Enable brands to
 
reach
 in-market shoppers
 Drive consumers back
 to product page on
 retailer sites
 
 

 
13 | Copyright © 2016 Criteo
 
Hooklogic fits neatly into Criteo’s strategy
Strengthen Criteo’s Performance Marketing Platform
 Powerful machine-learning technology
 Pooled assets to drive performance
 Addresses consumer brands’ needs for
 performance
for online and offline sales
 Providing cohesive and personalized
 experience
to consumers
 Driving seamless, accountable
 performance
across consumer journey
Criteo’s DNA & Key assets
Enhanced Criteo solution
 Focus on accountable performance
 Large scale networks
 Global footprint
 Rich data sets
 Creates additional revenue stream
 for retailers
While always...
 
 

 
14 | Copyright © 2016 Criteo
 
 
Consumers
Cross Device Graph
Email
Display
Search
App Installs
Prospecting
Remarketing
Video
What we have
In development
Consumer
Offline
With Hooklogic, we strengthen our World’s Performance Marketing
Platform
Retailer
Publishers
Advertisers
Publishers
Retail,
Travel
&
Classifieds
Direct
Publishers
What Hooklogic
brings
 
 

 
15 | Copyright © 2016 Criteo
 
We expect a positive financial impact from the Hooklogic
acquisition in the midterm
Revenue ex-TAC
Adjusted EBITDA
2017
2018
2019
Mid-single-digit share
of global Revenue ex-TAC
Slightly
dilutive to neutral
Accretive
~10% share
of global Revenue ex-TAC
 
 

 
Our success is based
on providing
relevant,
accountable, seamless
marketing at scale
Hooklogic strengthens
our World’s
Performance Marketing
Platform
 
 

 
The World’s
Performance
Marketing
Platform