Gerresheimer’s Audit Crisis Intensifies: KPMG Probed, Ex-Execs Targeted, and a 13.67% Activist Pushes for Change

Gerresheimer: APAS probes KPMG, BaFin finds revenue inflation, activist holds 13.67%, creditors extend debt deadline to Sept 2026.

The noose is tightening around Gerresheimer from every direction. While the pharmaceutical packaging group scrambles to deliver a long-overdue audited annual report, a quartet of adversaries – regulators, shareholder advocates, an activist investor, and its own creditors – are all applying pressure simultaneously.

A regulatory storm is brewing at the highest level. Germany’s audit oversight body, APAS, has launched a professional-conduct investigation into KPMG, the company’s new auditor. The crux of the complaint: KPMG issued an unqualified audit opinion for the 2024 financial statements despite what APAS alleges were systematic violations of IFRS accounting standards. The irony is sharp – KPMG only replaced Deloitte as auditor in 2024 and promptly signed off on a set of accounts riddled with errors.

The root cause is a series of improperly booked “bill-and-hold” transactions. Gerresheimer invoiced customers and recognised revenue before goods were actually shipped – a clear breach of IFRS rules. An independent law firm has confirmed the scale of the damage: the misstatements inflated revenue by €35 million and artificially boosted adjusted EBITDA by €24 million.

But the accounting problems run deeper. Germany’s financial regulator, BaFin, has identified further shortcomings. These include potentially misstated lease liabilities of €65.5 million, incorrect disclosures on capitalised development costs of €29.4 million, and unrecognised impairment charges in the Advanced Technologies segment, where €196.5 million is at stake.

Meanwhile, shareholder activists are moving on multiple fronts. The investor protection association DSW has commissioned a legal opinion to assess the liability of former board members, targeting ex-CEO Dietmar Siemssen and ex-CFO Bernd Metzner. DSW chief executive Marc Tüngler has signalled that a litigation funder is becoming more likely as the case grows clearer. The company’s audit committee is also under scrutiny.

Adding to the pressure, the activist group Active Ownership has filed a formal intent under German securities law. The group now controls 13.67% of voting rights and is demanding adequate representation on Gerresheimer’s supervisory board. Over the next twelve months, it plans to acquire additional voting rights, though it rules out immediate influence over board appointments.

On the financing side, Gerresheimer has bought itself some breathing room – but only just. Holders of Schuldschein loans representing a total volume of €870 million voted 96% in favour of extending the deadline for audited financial statements. The new drop-dead date: September 30, 2026. All significant debt covenants have been suspended until then. The company’s bank partners have also signed off on the extension.

Management is also pursuing a key de-leveraging move: the sale of its US subsidiary Centor Inc. Morgan Stanley is running the auction, which has attracted a double-digit number of interested parties. Centor was carried on the books at €292 million at the end of 2024. The conflict is obvious – Centor generates above-average margins, so selling it would reduce the group’s overall profitability even as it strengthens the balance sheet. Gerresheimer expects the sale to close later this year.

Despite the turmoil, the company is sticking to its full-year guidance. It expects revenues of €2.3 billion to €2.4 billion, an adjusted EBITDA margin of 18% to 19%, and moderately positive free cash flow. Those targets, however, remain contingent on successful credit negotiations and the outcome of BaFin’s investigations.

The stock was last seen trading around €27.26, having lost roughly 45% over the past twelve months. Nearly 11% of reportable shares are sold short, though some bears are already covering – Arrowstreet Capital, for example, has trimmed its position.

The original annual general meeting, scheduled for June 3, 2026, was cancelled due to the missing audit opinion. No new date has been set. If Gerresheimer can produce its audited accounts by the end of June as promised, it will have the raw material to start rebuilding trust with institutional investors. If not, the September 2026 deadline looms as the final threshold – after that, the financial pressure will become acute.