(Updates with additional details and comment from potential bidder)
SAO PAULO -(Dow Jones)- Shareholders in Brazilian telecommunications operator GVT Holding SA (GVTT3.BR) voted Tuesday morning to waive a poison pill clause, opening the way for Spain's Telefonica SA (TEF, TEF.MC) to pursue its bid to take over the company and for rivals such as France's Vivendi SA (VIVEF, VIV.FR) to make a counter offer.
A meeting of GVT shareholders unanimously voted to temporarily lift the clause that required any potential bidder to offer 25% above the highest price for the stock in the preceding 12 months, the company said in a statement.
However, shareholders added conditions, namely that any offer can be no lower than 48 Brazilian reals ($27.11) per share and must be for 100% of GVT shares. In addition, any takeover must be completed before Feb. 28, 2010.
In September, France's Vivendi approached GVT with an offer of BRL42 per share, then in October Spain's Telefonica launched a counter bid of BRL48, which could be worth as much as $3.7 billion.
Telefonica officials were not available for comment on the GVT shareholders' decision.
According to Vivendi Vice President For Communications Simon Gillham, the decision brings the sale of the asset one step closer and the French company continues to review its options.
GVT is a relatively small operator with around 2.6 million clients across Brazil's center-west, southern and northern regions. However, its business model concentrates on high-usage and high-margin customers, making it an ideal conduit for expansion or entry into the highly concentrated Brazilian market.
Telefonica has undertaken to conduct an auction for the entirety of GVT shares on Nov. 19, assuming telecom watchdog Anatel gives its pre-approval of the deal.
However, pre-approval of the deal is not on the agenda for a meeting of Anatel concillors on Wednesday. According to one source, the deal may be assessed on Nov. 19, which would force Telefonica to put back the date of the auction.
GVT shares were 1.2% higher at BRL51.00 in early afternoon trade on the Brazilian Stock Exchange, or Bovespa, while the benchmark Ibovespa index was flat.
-By Alastair Stewart; Dow Jones Newswires; 5511 2847-4520; alastair.stewart@dowjones.com