* Pays total 38 million pounds to SAS
* Will pay SAS more if it sell all or parts of bmi
* Lufthansa stock down 0.3 percent, underperforms DAX
(Adds shares, analyst comments)
By Maria Sheahan
FRANKFURT, Oct 1 (Reuters) - Deutsche Lufthansa agreed to buy the 20 percent of British carrier bmi it did not already own from Sweden's SAS on Thursday, fuelling speculation it would offload the loss-making airline.
The German flagship carrier said on Thursday it agreed to pay the Scandinavian airline about 19 million pounds ($30.6 million) for the stake, plus another 19 million pounds to cancel a 1999 shareholder agreement relating to bmi.
It is the latest in a string of acquisitions by Lufthansa, which just completed the purchase of Austrian Airlines and last year added Brussels Airlines to its stable of carriers.
Now it has the European aviation world on tenterhooks over its plans for bmi, which controls 11 percent of lucrative take-off and landing slots at Britain's Heathrow airport, making it the No. 2 carrier there after British Airways.
Lufthansa has said it was considering various options, ranging from continuing bmi's operations to selling the company.
"We consider it likely that Lufthansa, with this move, is preparing for the eventual sale of bmi," said LBBW analyst Per-Ola Hellgren.
Media reports have said that bmi has attracted the interest of 12 potential buyers. BA's chief Willie Walsh told a newspaper this month that he would be interested in bmi if Lufthansa decided to sell the carrier.
The comment came as BA, American Airlines and Qantas Airways , as well as a rival group of carriers led by Delta Airlines, hold separate talks to invest in cash-strapped Japan Airlines. BA has also been in merger talks with Spain's Iberia since June 2008.
Lufthansa said on Thursday it would pay SAS an unspecified additional sum if it sells bmi, as a whole or in parts, in the next two years. SAS's capital gain from the stake sale will be about 420 million Swedish crowns ($60 million).
Lufthansa shares fell 0.3 percent to 12.07 euros by 0801 GMT, while the German blue-chip index rose 0.6 percent.
NEGATIVE IMPACT
Earlier this year, Lufthansa boosted its stake in bmi to 80 percent when it took over Sir Michael Bishop's holding of 50 percent plus one share.
Analysts at the time criticised the deal -- one called it a "disaster" -- because bmi is seen dragging down Lufthansa's earnings without having hope of a speedy turnaround.
"In the short-term, until bmi were actually to be sold, Lufthansa's net result will be insignificantly, but negatively impacted," said LBBW's Hellgren, who has a "sell" recommendation on Lufthansa shares.
For SAS, the deal was seen as a positive move.
"Even though the price is a disappointment (for SAS) it's a small step in the right direction. They get rid of bmi which has been a financial dead weight in recent years," said ABG Sundal Collier analyst Lars Heindorff.
Lufthansa said in June that bmi had faced increasing financial challenges which were exacerbated by the sharp rise in fuel prices over the past year and the global economic crisis.
Airlines around the world are struggling to cope with a drop in demand for air travel amid the crisis. The International Air Transport Association has said it expects the world's airlines to lose $11 billion this year.
Bmi, which traces its roots to a 1938 flight school for Royal Air Force pilots, carried 10 million passengers in 2008, generating revenues of 1.04 billion pounds. It posted a full-year loss of almost 100 million pounds.
Its bmi Regional unit competes with BA for routes to British destinations including Aberdeen, Edinburgh and Manchester. It is a member of the Star Alliance group along with Lufthansa. ($1=0.6207 pound ($1=7.002 Swedish crowns) (Additional reporting by Johannes Hellstrom in Stockholm; Editing by Michael Shields and Simon Jessop)