Global tech company Criteo S.A. has entered into negotiations to acquire IPONWEB, an advertising technology company that builds custom media trading systems, for $380 million in a combination of cash and the company’s treasury shares.

The combined companies will manage $3.6 billion in media spend.

At closing, Criteo will pay approximately 20% of the acquisition price in treasury shares. Based on Criteo’s closing stock price as of December 3, 2021, the treasury shares that Criteo intends to use would have been repurchased at an average price of $26.1 and generate a 148% return on investment.

Use of these treasury shares for the proposed acquisition would also enable Criteo to accelerate its share buy-back program after closing.

The acquisition accelerates Criteo’s future plans to connect marketers and media owner first-party data across its network. Criteo powers audience-first advertising solutions throughout the supply chain, helping brands that seek to drive household preference through connected television (CTV) campaigns, advertise their consumer product on retailer websites and apps, or acquire retail direct customers.

IPONWEB is a 20-year-old company that supports technology, helps to power an open advertising ecosystem, and builds enterprise solutions for media owners, agencies and marketers.

The acquisition also expands media owner monetization opportunities and provides critical services for first-party data management across the ecosystem.

IPONWEB, founded in the U.K. with development labs in Berlin and Moscow, is grounded in privacy-focused, sophisticated datasets and artificial intelligence.

Criteo expects to have more than $600 million of financial liquidity left after the completion of the contemplated transaction, providing ample flexibility to pursue its strategic transformation and invest in its multiple growth areas.

The transaction is expected to close in the first quarter of 2022, subject to regulatory approvals and consultation of Criteo’s French Works Council.

Evercore is acting as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP and Baker McKenzie LLP are serving as legal counsel. FieldFisher LLP is serving as legal counsel to IPONWEB.