UPDATE 1-GVT removes poison pill, paving way for takeover

* GVT shareholders unanimously remove poison pill

* Waiver defense was precondition for takeover

* Telefonica, Vivendi are interested in GVT buyout (Recasts to detail decision, bids, adds byline)

SAO PAULO, Nov 3 - Shareholders of Brazilian telecom carrier GVT on Tuesday unanimously removed a poison pill clause that made takeover bids too costly and the very obstacle to a takeover by a bigger rival.

The Curitiba, Brazil-based company is the target of an unsolicited $3.7 billion bid by the domestic unit of Spain's Telefonica and a friendly $3 billion approach by France's Vivendi. Both suitors had made the removal of the poison pill a precondition for their bids.

The decision scrapped two articles from the company's statutes forcing bidders to present shareholders of GVT with a cash offer equal to 125 percent of the highest value of the company's stock price over the prior 12 months, or 48 reais a share. Under the articles, the deal had to be settled by Feb. 28, 2010.

So far, the only firm bid available to GVT shareholders was from Telefonica's Telesp unit.

Telesp's 48-reais-a-share bid is 14 percent higher than Vivendi's 42 reais-per-share reported offer on Sept. 9 -- which still has to be made official.

To muscle out Telefonica, Vivendi would have to offer a minimum 50.4 reais a share, according to Itau Securities analyst Walder Nogueira.

Telefonica has said it expects regulatory approval from the Brazilian telecommunications industry watchdog Anatel before an offer, initially set for Nov. 19.

Shares of GVT rose 0.3 percent on Tuesday to 50.55 reais on the Sao Paulo stock exchange. The stock has almost doubled this year.