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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
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.
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.
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?
Hooklogic?
1
What are we announcing
today?
today?
4
What is the financial impact of the
acquisition?
acquisition?
5
What key benefits and opportunities does this
acquisition bring Criteo?
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
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
customers
Provides additional expertise for enhancing existing products
and building future performance marketing products
and building future performance marketing products
6 | Copyright © 2016 Criteo
Who is Hooklogic?
• Pioneer of a performance marketing
exchange for consumer brand
manufacturers
exchange for consumer brand
manufacturers
• Connects many of the world’s largest retail
ecommerce sites with consumer brand
manufacturers
ecommerce sites with consumer brand
manufacturers
• Privately-held company, founded in
2004, headquartered in New York City
2004, headquartered in New York City
• ~$130M gross revenue expected in 2016, over +100%
year-over-year;
~190 full-time employees
year-over-year;
~190 full-time employees
• Works with over 1,000 consumer brands and 50 retailer
partners
partners
7 | Copyright © 2016 Criteo
The Hooklogic team brings some of the brightest minds in
performance marketing
performance marketing
Jason Ordway
Chief Technology Officer
Chief Technology Officer
John Roswech
Chief Revenue Officer
Chief Revenue Officer
Jonathan Opdyke
Co-founder & CEO
Co-founder & CEO
Jonn Behrman
Chief Product Officer
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
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:
marketing exchange
that enables consumer brand manufacturers to:
9 | Copyright © 2016 Criteo
Hooklogic works with many of the world’s largest consumer brand
manufacturers
manufacturers
10 | Copyright © 2016 Criteo
Hooklogic partners with the world’s biggest retailers to target high-
intent shoppers
intent shoppers
…and many more!
Criteo retailer clients
11 | Copyright © 2016 Criteo
The Hooklogic solution brings clear benefits to consumer brands
and retailers alike
and retailers alike
Consumer brands reach consumers
via Hooklogic solution
via Hooklogic solution
Retailers earn revenue
by monetizing site traffic via CPC-based
native ads
by monetizing site traffic via CPC-based
native ads
Consumer brands marketing spend is directly linked to retail sales
via post-click attribution technology
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
on Hooklogic Sponsored Products ads and Hooklogic Drive to Retail ads
Product Detail
Page
Page
Sponsored Products
Drive to Retail
• Ad campaigns
on retailer site
on retailer site
• Tools to optimize
bids, keywords
and results
bids, keywords
and results
• Native
sponsored
listings ads
sponsored
listings ads
• Direct link to
retailer’s product
detail page
retailer’s product
detail page
• Ad campaigns on
high-traffic publisher
sites
high-traffic publisher
sites
• Enable brands to
reach
in-market shoppers
reach
in-market shoppers
• Drive consumers back
to product page on
retailer sites
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
performance for online and offline sales
• Providing cohesive and personalized
experience to consumers
experience to consumers
• Driving seamless, accountable
performance across consumer journey
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
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
Platform
Retailer
Publishers
Advertisers
Publishers
Retail,
Travel
&
Classifieds
Travel
&
Classifieds
Direct
Publishers
Publishers
What Hooklogic
brings
brings
15 | Copyright © 2016 Criteo
We expect a positive financial impact from the Hooklogic
acquisition in the midterm
acquisition in the midterm
Revenue ex-TAC
Adjusted EBITDA
2017
2018
2019
Mid-single-digit share
of global Revenue ex-TAC
of global Revenue ex-TAC
Slightly
dilutive to neutral
dilutive to neutral
Accretive
~10% share
of global Revenue ex-TAC
of global Revenue ex-TAC
Our success is based
on providing relevant,
accountable, seamless
marketing at scale
on providing relevant,
accountable, seamless
marketing at scale
Hooklogic strengthens
our World’s
Performance Marketing
Platform
our World’s
Performance Marketing
Platform
The World’s
Performance
Marketing
Platform
Performance
Marketing
Platform