When Criteo CEO Megan Clarken and IPONWEB CEO Boris Mouzykantskii were hanging out in the green room at AdExchanger’s Programmatic IO event in October in New York City waiting for their session to start – they were on a panel together about the cookieless future – it was … a little awkward.

That’s because Criteo and IPONWEB were already in the thick of acquisition talks.

“We were hot in discussions at that time, but we clearly couldn’t indicate as such,” Clarken told AdExchanger.

Just over a month later, on Thursday, Criteo announced that it had entered into exclusive negotiations to acquire IPONWEB for $380 million.

When the deal closes, Mouzykantskii will serve as Criteo’s “chief architect.”

Mouzykantskii is known as the “godfather of ad tech” for IPONWEB’s role in building the underlying infrastructure that powers much of the online advertising industry, starting with Right Media back in 2003.

“He’s the architect for the open internet and we’re going to bottle that,” Clarken said. “He’ll partner with Todd [Parsons, Criteo’s chief product officer] and our CTO [Diarmuid Gill] to create the architecture for tomorrow.”

AdExchanger caught up with Clarken and Parsons to talk about what that means in practice.

AdExchanger: IPONWEB describes itself as “totally independent and sitting behind the scenes.” What does it mean for the ad tech ecosystem at large that Criteo is going to buy the company that, well, helped create the ad tech ecosystem at large?

MEGAN CLARKEN: We’ve always been clear about our vision, which is to facilitate the growth and vitality of the open internet. That includes giving consumers the freedom to interact with the content they choose. IPONWEB has the same vision.

For this to happen, we need to promote interoperability and transparency and help ad tech businesses be successful so that the ecosystem can remain healthy and perhaps become even healthier than it is today. We have an opportunity to reshape things now, because there’s so much change happening related to privacy, third-party cookies and the IDFA.

PARSONS: And we’ll have even more engineering muscle to do it. We’ll probably save ourselves years.

In the past, AdExchanger referred to commerce as Criteo’s “eject button for the third-party cookie problem.” Is IPONWEB going to help you build that button?

CLARKEN: In a way, yes.

IPONWEB has integrations across its media and marketing clients and it sees billions of dollars of ad spend.

The future of ad tech and advertising is first-party data, and there will be haves – those with privileged access to first-party data – and have-nots. With this proposed acquisition, we’re putting ourselves firmly in the camp of the haves.

What exactly does that look like in product form? Like, a bidder for retail media and a cross-platform ID solution that targets using first-party data? And what about scale?

PARSONS: We’ve talked in the past about how much of the open internet will or won’t be addressable.

We might only be able to target a smaller chunk of the universe, but the reality is that there will be multiple other ways to access consented users. We’ve talked about Prebid SSO as one of those, for example, or cohorts could be part of it, depending on what happens with regulations.

But, no matter what, we’ll want as much first-party data as possible on both the buy and sell sides. And IPONWEB helps us get there much faster.

After the deal closes Criteo will have an SSP, a DSP and an ad exchange – that’s a lot of ad tech. How is it all going to hang together?

CLARKEN: We look at it as a stack. IPONWEB’s capabilities – its DSP, exchange and SSP – is the platform that Criteo’s products will sit on top of.

For example, retail media can use those capabilities to extend their campaigns offsite, and Criteo’s targeting tools can use them to get access to more data, more marketers and more media owners.

PARSONS: But there’s another aspect. Retailers – and traditional publishers before them – are doing what they can, either defensively or offensively, to build their own audience networks. And we get asked to do that work for some of the biggest companies in the world, not unlike The Trade Desk and Walmart.

IPONWEB will allow us to partner with brands and help them build out their first-party networks and monetize their inventory. It’s an exciting on-ramp for us.

Criteo is diversifying away from retargeting. In Q3, your new solutions category, including the commerce platform, grew 66% YoY and now represents 28% of total revenue. But retargeting still makes up most of Criteo’s business. Will IPONWEB lessen Criteo’s reliance on retargeting?

CLARKEN: Our clients love retargeting and it’s remained a terrific business for us. It’s also stabilized this year.

But our vision is to be part of the full buyer journey, from the top to the bottom of the funnel and across any device using commerce-related first-party data. Shopper data is powerful, because this is what people buy. And if you know that, you know you’re targeting someone who’s in the market for something.

If the targeting products in our new solutions bucket have access to first-party insights, we can open up new channels, including OTT and CTV. With retail media at the front, we can use IPONWEB’s assets to expand from on-site to off-site and cross-site media.

In a nutshell, is Criteo building an “anti-Google machine?”

CLARKEN: [According to The Harris Poll], people spend 66% of their time on the open web and yet it only receives about 37% of ad spend. The open web needs to be nurtured and protected.

And so, whatever you want to call it, that’s what we want to do – protect the open web.

This interview has been edited and condensed.

View the original article at AdExchanger