Telefonica, Telecom Italia Are in Bid War Over Vivendi's GVT

PARIS ( The Deal) -- Telefonica and Telecom Italia on Thursday unveiled rival bids for Vivendi's Brazilian broadband unit GVT, embarking on a bid battle that could be decided by the end of the week.

Telecom Italia made a stock-heavy offer for GVT worth 7 billion euros ($9.2 billion), topping a previous offer from Telefonica that had valued GVT at 6.7 billion euros. The Spanish company increased the cash component of its offer to boost the total value of its cash-and-share bid to 7.45 billion euros.

"The Vivendi Supervisory Board, which meets today, will examine the two offers in the best interests of Vivendi shareholders and GVT employees, and will decide what actions to take as a result," Vivendi said.

The competition for GVT is reward for Vivendi's long wait by the telephone. The Paris-based media group put the Brazilian unit on the block in 2012 before suspending the auction in March 2013 after bidders, including DirecTV LLC and Kohlberg Kravis Roberts & Co. LP, failed to meet a 7 billion euro reserve price.

The bidding war pits Telecom Italia against its largest shareholder Telefonica, with both companies hoping to combine GVT with their existing Brazilian operations. Both companies consider the Brazilian market central to their efforts to inject growth into businesses whose home European markets have stagnated.

Telecom Italia's offer includes 1.7 billion euros in cash, shares that would leave Vivendi with 16% of Telecom Italia's capital and 21.7% of its voting rights and a 15% stake in a combined GVT and TIM Participacoes, the Italian company's Brazilian unit.

"The resulting offer is therefore comprised of around 24% of cash and of around 76% of shares, offering to Vivendi a significant value upside potential," Telecom Italia said.

Telefonica's improved bid includes 4.66 billion euros in cash and a 12% stake in a combined GVT and Telefonica Brasil SA. Madrid-based Telefonica also added two twists to its bid: setting a deadline of the end of Friday for Vivendi to accept its offer and including an option for Vivendi to swap its stake in GVT/Telefonicia Brasil for the 8.3% of Telecom Italia owned by Telefonica.

Telefonica has been selling shares in Telecom Italia after Brazil's competition regulator, known as Cade, in December told the Spanish group that it has to sell either its holding its Telecom Italia or sell its Brazilian operation.

Telefonica Brasil and TIM are Brasil's No.1 and No. 2 wireless service providers, with about 29% and 27% of the market respectively. The Brazlian operations of America Movil SAB de CV ( AMX) , which is owned by Carlos Slim, has about 25% of the market, while Oi has 19%. Not wanting to be sidelined in the current consolidation, Oi said on Tuesday it had asked BTG Pactual SA to work on a possible bid for Telecom Italia's 67% TIM stake.

Both Telefonica and Telecom Italia said they would partly fund the cash portion of their bids for GVT through a capital increase at their Brazilian units.

GVT is Brazil's No. 4 telecoms provider, with about 12% of the broadband market and 9% of the fixed-line business, according to Vivendi. The French company bought GVT in 2009 and 2010 for about $3 billion.

The Brazilian operation is Vivendi's last significant telecom asset, following a two-year overhaul that has focused the former conglomerate on its media operations. Vivendi has sold or agreed to sell more than $32 billion of assets since 2012 including its North African telecoms unit Maroc Telecom SA, French mobile operation Societe Francaise de Radiotelephone, or SFR, and a stake in game maker Activision Blizzard  ( ATVI) .

The sale of GVT will leave Vivendi with only its French pay-TV operation Canal Plus and music label Universal Music Group Inc. Vivendi has said that it will use cash from its sales to pay down debt, which stood at about 11 billion euros at the end of 2013.

The sale of GVT would further boost Vivendi's net cash, which Standard & Poor's Rating Services said earlier this year was likely to be about 5 billion euros following the sale of SFR.

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