* Vivendi board to consider bid
* Other groups could launch competing offers
* Telefonica offers Telecom Italia stake to Vivendi
* Brazil minister dismisses antitrust concerns
(Adds antitrust comment from Brazilian minister, share
By Leila Abboud and Sarah Morris
PARIS/MADRID, Aug 5 Spain's Telefonica
made a 6.7 billion euro ($8.99 billion) bid on Tuesday to
France's Vivendi for its Brazilian broadband unit GVT, seeking
to strengthen Telefonica's position in a market that accounts
for one-fifth of revenue.
The surprise move comes after Vivendi, led by its chairman
and largest shareholder Vincent Bollore, said in late June it
wanted to keep its last remaining telecom asset even as it
repositions itself as a media company.
The French company said that none of its units were for sale
but it would consider Telefonica's offer at a board meeting in
late August. Analysts have speculated that Bollore would be open
to shedding GVT at the right price, and say Telefonica's bid is
likely to attract additional suitors for Brazil's fourth-biggest
Telefonica, which owns Brazil's leading mobile operator
Vivo, said it was offering 11.96 billion reais ($5.30 billion)
in cash plus new shares of Telefonica Brasil SA worth
12 percent of the larger group.
Telefonica also offered Vivendi the chance to acquire its
8.3 percent stake in Telecom Italia. Such a move would
ease antitrust pressure on Telefonica in Brazil, where
regulators have ordered it to find a new partner for its
wireless unit or exit an indirect stake in Telecom Italia's
Brazilian mobile operator, TIM Participações SA.
In the first sign of an official blessing for the deal,
Brazil's communications minister Paulo Bernardo said a
Telefonica-GVT merger would face no major antitrust concerns.
Telefonica has coveted GVT since it lost an initial bidding
war to Vivendi to buy the company in 2009.
GVT was founded in 2000 by former Israeli army officer Amos
Genish, still CEO, and within a decade it became Brazil's
fastest-growing telecom. By focusing on high-speed broadband for
the most demanding clients, the upstart operator got ahead of
its larger competitors.
As Brazilian mobile growth has fizzled and more households
have disconnected landlines in recent years, the four major
operators are now chasing higher-value clients with pay-TV and
broadband services that GVT pioneered in the country.
Brazil is a crucial market for Telefonica since it is the
group's second-largest cash generator and has growth potential
unlike more saturated markets such as Germany and Britain.
A purchase of GVT would help the Spanish operator bulk up in
broadband where it is in third place in Brazil with an 18.4
percent share behind Mexico's America Movil and Grupo
Oi. GVT is fourth with 12.7 percent share.
Telefonica shares slipped 1.7 percent to 11.79 euros while
Vivendi's rose 3.6 percent to 19.59 euros.
If successful, the move could also make mobile consolidation
in Brazil less likely. As a result, Telecom Italia shares fell 5
percent, while TIM Brasil lost 8 percent and Oi shed 6 percent.
Telefonica had been pushing for a breakup of TIM earlier
this year to solve its regulatory problems, but Oi, its ally in
such a effort, has since been weakened by a bad investment made
by partner Portugal Telecom.
Telefonica's move could also prompt interest from other
buyers. When Vivendi tried to sell GVT in 2012, it attracted a
bid from a private equity consortium led by KKR and U.S.
satellite television provider DirecTV, which is in the
process now of being bought by U.S. telcom AT&T.
Vivendi decided not to sell at that time because the bids
were too low.
A source familiar with the French company's thinking said on
Tuesday that the Telefonica offer was a "good price for a first
bid" but that it remained unclear what Bollore wanted to do.
The person added that Telecom Italia could also jump into
the fray but that it was probably too early for DirecTV since
the AT&T deal was still under regulatory review.
"I think it will come down to a war between the Spanish and
the Italians," the source said.
Bollore, who just took the reins of Vivendi, has said his
aim is to build a coherent media company through acquisitions
and by making its pay-TV, music, and Brazilian telecom unit work
more closely together.
Vivendi may come to the negotiating table if additional
bidders emerge, wrote Liberum analysts in a note.
"We think Vivendi will sell - GVT does not fit in with its
stated strategy of being a media and content player."
($1 = 0.7451 Euros)
($1 = 2.26 Brazilian reais)
(Additional reporting by Brad Haynes, Guillermo Parra-Bernal
and Alberto Alerigi Jr. in Sao Paulo, James Regan in Paris and
Tomas Cobos in Madrid; Editing by Sophie Walker and Lisa