Despite entering the fight as the underdog, French telecoms group Vivendi has successfully outbid Spain’s Telefónica in the battle to take control of Brazil's GVT.
 
Vivendi retained Souza, Cescon, Barrieu & Flesch Advogados, along with Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados (working on the deal’s tax and securities implications) as its US$4.18 billion offer on 13 November topped Telefónica’s US$4 billion bid. Clifford Chance LLP was the company’s international counsel.
 
Mattos Filho partner José Eduardo Carneiro Queiroz says, “This transaction indicates how the Brazilian market has developed over the past few years, and the great interest of international players in investing in Brazil. M&A transactions involving listed companies with a higher decree of complexity are going to become more frequent.”
 
Machado, Meyer, Sendacz e Opice Advogados represented Telefónica in the negotiations, while GVT hired Barbosa Müssnich & Aragão and Allen & Overy LLP in New York.
 
Vivendi has now taken control of 37.9 per cent of GVT’s shares, and has a right to buy a further 19.6 per cent. In compliance with Brazilian law, the company will also file a mandatory tender offer, and is looking into the possibility of delisting GVT’s shares from Bovespa.
 
Earlier this month, GVT’s shareholders gave the deal a boost, by voting to scrap two articles forcing the company’s new owner to allow shareholders an option to buy stock at 125 per cent of the price of its highest value over 12 months.
 
In October, Telefónica appeared to have beaten Vivendi in the struggle for control of the company, bidding US$3.7 billion as against Vivendi’s "amicable tender offer" of US$2.9 billion.
 
Counsel to GVT
 
 
Brazil
 
      Barbosa Müssnich & Aragão
 
Partner Luciano Puccini Medeiros
 
International
 
      Allen & Overy LLP
 
Partner Thomas Abbondante in New York
 
 
Counsel to Vivendi
 
Brazil
 
      Souza, Cescon, Barrieu & Flesch Advogados
 
Partners Marcos Rafael Flesch, Fabíola C L Cammarota de Abreu and Carlos Augusto Junqueira and associate associates Cristina Ramos, Sabrina Naritomi and André Pitta
 
      Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados
 
Partners José Eduardo Carneiro Queiroz, Andrea Bazzo Lauletta and Renato Ximenes de Melo
 
International
 
      Clifford Chance LLP
 
Partners Marcus Billam and Gilles Lebreton, counsel Frederic Jungels and associate Alexandre Poupard in Paris, and partner Anthony Oldfield in São Paulo
 
Counsel to Telefónica
 
Brazil
 
         Machado, Meyer, Sendacz e Opice Advogados
 
Partners Moshe Boruch Sendacz and Adriana Pallis Romano, and associates Bruna Passos Piagentini and Paula Seabra Carvalho
 
DT
 
(Latin Lawyer 16.11.2009)
 
(Notícia na Íntegra)