* EFG International to buy BSI Ltd from BTG Pactual
* Deal worth $1.34 billion excluding future BSI profits
* EFG plans to pay for acquisition with cash, stock
* BTG Pactual, EFG still to decide over board seats (Adds details, comments from BTG Pactual banker)
By Joshua Franklin
ZURICH, Feb 22 (Reuters) - EFG International AG has agreed to pay 1.33 billion Swiss francs ($1.34 billion) for Grupo BTG Pactual SA's Swiss private-banking unit BSI Ltd in a deal that could catapult it into the nation's top-five money managers for the wealthy.
The acquisition, which comes five months after Brazil-based BTG Pactual sealed a deal to buy BSI for 1.25 billion francs, will be paid for in cash and stock. Under terms of the deal, EFG will incorporate BSI, making BTG Pactual the No. 2 partner in the combined firm after Greece's Latsis family.
Prior to the BSI deal, EFG had been the 12th-largest player in a market where consolidation has gained traction as smaller banks struggled with tougher oversight and an erosion of Switzerland's secrecy laws. For BTG Pactual, the sale brings in much-needed cash after the November arrest of founder André Esteves triggered massive client money outflows.
Reuters reported last Friday, citing sources, that BSI could be valued at 1.6 billion francs, giving BTG Pactual up to 30 percent of the combined entity. BTG Pactual and EFG had been in exclusive negotiations over BSI for about a month.
Once the transaction is concluded, EFG will become Switzerland's fifth-biggest private bank behind UBS AG , Credit Suisse Group AG, Julius Baer Gruppe AG and Banque Pictet & Cie SA, with operations spanning Europe, the Americas and Asia.
"It gives us the next plateau," EFG Chief Executive Joachim Straehle told reporters in Zurich.
In a statement, BTG Pactual said the final price for the deal could range between 1.5 billion and 1.6 billion francs, when taking into account BSI's profits until the deal is closed. The São Paulo-based bank will have a stake of 20 to 30 percent in the new company, only to trail the Latsis' estimated 35 percent, when the deal closes.
EFG plans to fund the deal by raising 500 million francs in equity and 250 million in additional Tier 1 capital instruments. The prospect of a new share issue weighed on EFG, whose shares fell 9.1 percent to 6.09 francs.
In a statement, EFG said it would pay 975 million francs in cash, giving BTG Pactual a roughly 20 percent stake. The stake could rise to 30 percent if the share offering gets bogged down.
"Since EFG was almost condemned to buy for not having critical mass, and because possible acquisitions don't grow on trees, the deal makes sense," Zuercher Kantonalbank analysts wrote in a client note.
Still, one of the main sticking points in negotiations was how to handle potential penalties from BSI's ongoing legal issues, which include a money laundering scandal related to the 1Malaysia Development Bhd, a sovereign fund from the Asian country.
The deal includes setting up a "substantial" escrow account which EFG believes will protect it from any penalties, it said, without giving details.
BSI, which BTG Pactual bought from Italian insurer Assicurazioni Generali SpA, has declined to comment on the scandal but pledged to cooperate fully with authorities whenever necessary.
The price that EFG paid for BSI is around 1.5 percent of the 88 billion francs in BSI's assets under management, with the typical price for such deals around 1.5 to 2 percent.
Fluctuations in the new money that BSI attracts or changes in tangible book value by the time the deal is closed, which is expected by the end of 2016, could affect the price, EFG said.
The BSI sale will also help BTG Pactual move on with a plan to sell assets, raise cash and restore investor confidence in the wake of Esteves' arrest. Esteves was the architect of BTG Pactual's purchase of BSI last year, which he said would help the independent investment bank grow beyond Latin America.
Without BSI, BTG Pactual's income from wealth management may substantially decline. BSI represented about 69 percent of BTG Pactual's 1.455 billion reais ($369 million) in proceeds from the unit last year.
BTG Pactual remains undecided on how to book proceeds from EFG's activities when the deal is cleared, said Pedro Lima, the bank's global head of investors relations. He also noted that EFG and BTG Pactual have yet to discuss a corporate governance framework for the merger, including the appointment of board members.
According to Bloomberg News, BTG Pactual plans to use proceeds form the BSI sale to repay an emergency credit lifeline it obtained in December, right after Esteves' detention. The bank could even seek to buy out minority shareholders, the report said, citing two unnamed sources.
Speculation on a delisting spurred a 12.4 percent jump in BTG Pactual shares, their biggest gain in over two months. BTG Pactual did not comment on the Bloomberg report.
($1 = 0.9980 Swiss francs)
($1 = 3.9437 Brazilian reais)
Additional reporting by Tatiana Bautzer in São Paulo; Editing by Guillermo Parra-Bernal, Mark Potter and James Dalgleish