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
      Barbosa Müssnich & Aragão
Partner Luciano Puccini Medeiros
      Allen & Overy LLP
Partner Thomas Abbondante in New York
Counsel to Vivendi
      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
      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
         Machado, Meyer, Sendacz e Opice Advogados
Partners Moshe Boruch Sendacz and Adriana Pallis Romano, and associates Bruna Passos Piagentini and Paula Seabra Carvalho
(Latin Lawyer 16.11.2009)
(Notícia na Íntegra)