UPDATE 2-GVT removes poison pill, paving way for takeover

* GVT shareholders unanimously remove poison pill

* Waiver of clause was precondition for takeover

* Shareholders set minimum bid at 48 reais per share

* Telefonica, Vivendi are interested in GVT buyout (Adds analyst comment, updates share price)

By Guillermo Parra-Bernal

SAO PAULO, Nov 3 (Reuters) - Shareholders of Brazilian telecom carrier GVT (GVTT3.SA: Quote, Profile, Research) on Tuesday unanimously removed a poison pill clause that was an obstacle to a merger by making takeover bids too costly.

The Curitiba, Brazil-based company is the target of an unsolicited $3.7 billion bid by the domestic unit of Spain's Telefonica (TEF.MC: Quote, Profile, Research) and a friendly $3 billion approach by France's Vivendi (VIV.PA: Quote, Profile, Research). 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.

"This effectively removes the anti-takeover mechanism for all qualified bidders," Morgan Stanley analyst Vera Rossi wrote in a note to clients after the decision.