• FR CMP announced an in-depth investigation re takeover of Smartbox by Wonderbox.

Acquisition's Parties

• Wonderbox group notified its plan to acquire the Smartbox group on Mar. 24, 2023.
• The buyer, the simplified joint-stock company Wonderbox, is controlled exclusively by the company W Group and it forms with all its subsidiaries the Wonderbox group.
• The group is mainly active in Europe and North America, in the gift voucher sector.
• It has the use of the Wonderbox, Vivabox, Cultur'in the City, Tick'N'Box brands.
• It offers multi-brand gift cards under the Ma Carte Beauté, Ma Carte Mode, Supercard brands and it operates an online platform, Funbooker, for booking leisure activities.
• The target, the simplified joint-stock company Topco, forms with its subsidiaries the Smartbox group which mainly operates in Europe in the gift voucher sector as well.
• Smartbox is more particularly active in the publishing and marketing of gift boxes and other gift vouchers offering access to a variety of tourism and leisure experiences.
• Boxes and vouchers are marketed under Smartbox, Euphorie and Dakotabox brands.
• Smartbox offers a multi-brand gift card to work councils, intermediary organizations, HappyCard, and operates an online booking platform for short stays, Weekendesk.
• Both companies' products are marketed to intermediary organizations - companies, local authorities, works councils - and consumers, through physical stores, or online.

In-depth Investigation Reasons

• The elements FR CMP collected in the context of the investigation didn't confirm the analysis of the notifying party re the market definition and anti-competitive effects.
• In particular, re the market of gift boxes and gift vouchers, on the B to C circuit.
• Markets in the gift voucher sector are two-sided markets in which the parties to the transaction act as an interface between the partner companies and the end consumer.
• After the operation, the new entity was estimated to hold above 70% of that market.
• FR CMP will mainly examine the question of the definition of the relevant markets.
• Also, the question of the importance of cross-network effects, possible impact of multi-referencing strategies (multi-homing) of partners, on the increase of their prices.
• It will also continue consulting market players, through hearings or new market tests.
• Examination of a concentration is carried out in principle within 65 working days from the opening of phase 2; extension is possible if commitments have to be negotiated.