The offer is above Telefonica's initial 6.7 billion euro bid for GVT and a 7 billion euro counterbid from Telecom Italia.

In a statement, Telefonica said it would pay 4.66 billion euros cash and offer Vivendi a 12 percent stake in the new group to be created in Brazil from the merger of GVT with Telefonica Brasil.

It also offered Vivendi an option to buy an 8.3 percent stake in Telecom Italia.

(1 US dollar = 0.7572 euro)

(Reporting by Tracy Rucinski; editing by David Clarke)