Gerresheimer Rejected a €41 Takeover Bid. Now It’s Fighting to Survive on Its Own Terms

Gerresheimer spurned a lucrative €41/share offer from Silgan Holdings, now trades at €24, as it pursues asset sales and creditor relief to resolve a deepening accounting scandal.

The Düsseldorf-based pharmaceutical packaging group Gerresheimer turned down a lucrative offer from US rival Silgan Holdings in April — a bid that valued its shares at €41 apiece, more than double the prevailing market price at the time. Instead of selling out, management chose to go it alone, betting on a restructuring plan that hinges on asset sales, creditor patience, and the resolution of a deepening accounting scandal.

The Silgan Offer That Wasn’t

Silgan’s non-binding approach came in March, but the board swiftly rejected the €41-per-share proposal. The decision was a gamble: Gerresheimer’s stock now trades at roughly €24, meaning the rejected bid would have delivered a 70% premium to today’s price. The company’s 52-week high of €64.40 looks distant — the shares have lost nearly 59% over the past twelve months and are down about 14% year-to-date.

Centor Sale as the Centerpiece of the Turnaround

Management is pinning its hopes on the disposal of Centor Inc., the US subsidiary that makes packaging systems for prescription drugs. Valued at €292 million on the books at the end of 2024, Centor has attracted a double-digit number of bidders in a process advised by Morgan Stanley. Gerresheimer expects the deal to close before year-end.

The sale proceeds are critical. They would help reduce debt and buy time for the company to address its operational challenges, including the planned closure of the Chicago Heights glass factory by the end of 2026, with production shifting to Italy and India.

Creditors Grant a Reprieve

The company’s lenders have shown some forbearance. Schuldschein holders voted by 96% of the total volume to extend the deadline for submitting the audited 2025 financial statements to September 30, 2026. Key financial covenants on leverage ratios have been waived until the third quarter of 2026.

But the clock is still ticking. The audited accounts are not expected until June 2026, leaving institutional investors without a reliable basis for valuation for months. The half-year report is scheduled for July 14, 2026 — a key milestone that could either reassure or further unsettle the market.

Accounting Irregularities Multiply

The root of the crisis lies in systematic accounting failures. Gerresheimer used so-called bill-and-hold arrangements, invoicing customers for goods before delivery and recognizing revenue prematurely — a violation of IFRS rules. An independent law firm confirmed the breaches, which inflated revenue by €35 million and adjusted EBITDA by €24 million.

The regulatory response has been swift and widening. Germany’s financial watchdog BaFin launched a probe into the interim consolidated accounts on March 6, 2026, focusing on three areas: potentially misstated leasing liabilities of €65.5 million, incorrect disclosures on capitalized development costs of €29.4 million, and unrecognized impairment charges in the Advanced Technologies segment, where €196.5 million is at stake.

For the full 2025 fiscal year, Gerresheimer expects non-cash write-downs of €220 million to €240 million, primarily tied to projects at Sensile Medical AG and the Chicago Heights glass plant.

KPMG Under Investigation

The auditor oversight body APAS has opened a professional conduct case against KPMG, which took over from Deloitte in 2024 and promptly issued an unqualified audit opinion on the 2024 financial statements — despite what APAS alleges were systematic IFRS errors in revenue recognition. The timing is particularly awkward: KPMG had just replaced Deloitte when it signed off on the flawed accounts.

Shareholder Group Eyes Legal Action

The German shareholder protection association DSW is preparing potential lawsuits against former CEO Dietmar Siemssen, former CFO Bernd Metzner, and members of the supervisory board and its audit committee. DSW managing director Marc Tüngler said the clearer the claims become, the more likely the group will engage a litigation funder. The association is also scrutinizing goodwill valuations totaling around €676 million.

Operational Targets Hold — For Now

Despite the turmoil, management is sticking to its 2026 guidance: revenue between €2.3 billion and €2.4 billion, an adjusted EBITDA margin of 18% to 19%, and moderately positive free cash flow. The company says business performance so far has been in line with expectations.

The stock has recovered about 53% from its February low, trading at €23.86, but remains roughly 17% below its 200-day moving average of €28.59. Whether the recovery can sustain itself depends on the Centor sale, the outcome of the BaFin probe, and the DSW’s legal strategy — all while the company operates without an audited set of accounts.