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SAN DIEGO-GMS Realty LLC has backed out of a $305-million deal to buy 19 shopping centers from Burnham Pacific Properties Inc., the reeling real estate investment trust that is struggling to liquidate itself to pay off shareholders.

Carlsbad-based GMS Realty says it exercised its right to terminate the deal because the two parties couldn’t agree on the value of the retail portfolio being sold by San Diego-based Burnham Pacific, as part of a plan of liquidation approved by shareholders.

Two other agreements, with DDR Real Estate Services Inc. and Prudential Insurance Co. of America, are pending.

“Although we are disappointed that our agreement with GMS has been terminated, we continue to believe that the 19 properties comprise an excellent portfolio of shopping centers,” says Scott C. Verges, Burnham’s president and interim CEO. “And other potential buyers have recently expressed interest in acquiring the properties. We remain committed to the successful liquidation of the company in an orderly manner.”

Burnham’s stock price has slid downward over the last year. The company’s board of directors rejected a $13.50a-share buyout bid by Cleveland retailer Jay Schottenstein last year. Unable to get a similar price anywhere else, the REIT’s board bowed to shareholder pressure last month and agreed to liquidate the company.

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