Global mobile phone group Vodafone Group has agreed to buy BT's and SBC Communication's stakes in French telecoms group Cegetel for €6.3 billion in cash.
The company said it could secure voting control of French telecoms firm if co-shareholder Vivendi Universal did not block its bid for two other stakes.
Vodafone said that under a secret shareholder agreement, cash-strapped Vivendi would have to match the terms of its bid to BT and offer SBC a 13 per cent premium.
In the meantime, BT and SBC, which own 26 and 15 per cent of Cegetel respectively, have agreed to sell their stakes to Vodafone.
If Vivendi decides against using its rights, the deal will raise Vodafone's Cegetel stake to 56 per cent.
Financially powerful Vodafone has long wanted to raise its stake in Cegetel - and its prized mobile arm SFR - and made an informal offer to all other shareholders last month. Vivendi has said it was looking at Vodafone's bid, but had not ruled out raising its own 44 per cent stake.
Vodafone said that under the Cegetel shareholder agreement, it would be allowed to appoint a majority of directors onto the board of SFR, the mobile phone company which Cegetel controls. "The outcome is that we will have voting control if Vivendi does not pre-empt," a Vodafone spokeswoman told reporters.
Vodafone, which is also bidding €6.77 billion for Vivendi's stake, said Vivendi had until November 10th to decide whether it wants to use its priority pre-emption rights over this deal.