Criteo (CRTO) Offers Additional Detail on Hooklogic Deal; Says Purchase Price is $250M

October 4, 2016 8:07 AM EDT

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Criteo (Nasdaq: CRTO) disclosed the following in a U.S. SEC filing on Tuesday:

ITEM 1.01 - Entry into a Material Definitive Agreement

On October 3, 2016, Criteo Corp. (“Parent”), a wholly owned subsidiary of Criteo S.A. (the “Company”), entered into an Agreement and Plan of Merger Agreement (the “Merger Agreement”) with TBL Holdings, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”), Hooklogic, Inc. (“Hooklogic”) and Fortis Advisors LLC, solely in its capacity as the Stockholder Agent, to acquire all of the issued and outstanding capital stock of Hooklogic for a purchase price of $250 million, subject to working capital, net debt and other closing adjustments. Hooklogic is a privately held company, headquartered in New York, New York, that has developed a performance marketing exchange connecting retail e-commerce sites with consumer brand manufacturers via sponsored product ads.

Pursuant to the Merger Agreement, at the effective time of the merger (the "Merger"), Merger Sub shall be merged with and into Hooklogic, and Hooklogic shall continue as the surviving corporation and as a wholly-owned subsidiary of Parent. Consummation of the Merger is subject to the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions.

The Merger Agreement contains customary representations and warranties of each of the parties. The Merger Agreement also contains customary covenants and agreements, including with respect to the operation of the business of Hooklogic between signing and closing and the use of reasonable best efforts to consummate the transaction.

The Merger Agreement also contains indemnification rights whereby Parent and its subsidiaries will be indemnified for breaches of or inaccuracies in counterparty representations, warranties, covenants and certain other matters (subject to certain limitations).

The Merger Agreement may be terminated at any time prior to the closing by mutual written consent of Parent and Hooklogic, and in other customary circumstances, including in the event that the Merger is not consummated by January 31, 2017 (subject to certain exceptions).

In connection with the transaction, certain executives of Hooklogic have accepted offers of employment made by the Company to continue with Hooklogic following the closing of the Merger.

This description of the terms of the Merger Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed, respectively, as Exhibit 2.1 and incorporated herein by reference.

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