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Simpson Thacher Represents Vivendi in its €2.8bn Tender Offer for GVT

11.18.09

The Firm, along with Clifford Chance (Paris), is representing Vivendi in its €2.8bn ($4.2 billion) tender offer for GVT (Holding) SA, a Brazilian telecom company, and related acquisitions of GVT shares. Pursuant to a share purchase agreement with Swarth Group and Global Village Telecom (Holland) BV, the founding and controlling shareholders of GVT, Vivendi acquired approximately 29.9% of GVT's outstanding share capital.  In addition, Vivendi acquired GVT shares from third parties representing approximately 8.0% of GVT's outstanding share capital and entered into call option agreements with certain other third parties to purchase an additional stake of approximately 19.6%. The total amount of GVT common shares acquired by Vivendi through these purchase arrangements will represent approximately 57.5% of GVT’s outstanding share capital.  In accordance with Brazilian law, Vivendi is filing a mandatory tender offer at BRL56 in cash for 100% of GVT’s share capital, due to its purchase of control of GVT.  Vivendi is also using as Brazilian counsel Mattos Filho Veiga Filho Marrey Jr. e Quiroga and Souza Cescon Barrieu & Flesch.

GVT (Holding) SA is a publicly traded broadband and telecommunications company listed on the Brazilian stock exchange.

The Simpson Thacher team includes: John Finley, Katie Sudol, Todd Crider, John Ericson, S.J. Gagliardi and Parijat Sharma (Corporate); Joyce Xu (Derivatives); David Ichel, Joe McLaughlin, Ryan Kane, Ihsan Dogramaci, Andrew Cattell, Joshua Kiman and John Robinson (Litigation).