Gerresheimer’s Creditors Hold the Line as a €41 Takeover Offer Gathers Dust

Gerresheimer's rejection of a €41/share bid from Silgan backfires as accounting scandals, BaFin probe, and Barclays downgrade send shares below €20.

The German pharmaceutical packaging group Gerresheimer finds itself in a peculiar bind: it turned down a takeover bid worth more than double its share price, yet its stock continues to trade at levels that suggest the market sees little upside without a dramatic turnaround. The company’s rejection of a €41-per-share offer from US rival Silgan Holdings in April — when the shares were languishing well below €20 — now looks like a bet on a self-rescue that is far from assured.

Barclays has added its voice to the chorus of sceptics, downgrading the stock to “Underweight” and slashing its price target from €23 to €19. The bank’s analyst, Jonathon Unwin, points to a structural shift in the medical technology packaging sector that is leaving traditional containment players like Gerresheimer in the dust. Manufacturers of injection systems and drug delivery devices — the so-called device manufacturing segment — are gaining ground, while producers of vials and ampoules are falling behind. Unwin’s preferred pick in the space is Ypsomed, which is better positioned to capitalise on the trend toward modern delivery systems.

A Balance Sheet Under the Microscope

The root of Gerresheimer’s troubles lies in accounting irregularities that have rattled investor confidence. The company admitted to prematurely booking revenue from so-called “bill-and-hold” transactions, where goods were invoiced but not yet delivered. An independent law firm confirmed systematic breaches of IFRS standards, with the missteps amounting to €35 million in revenue and a €24 million hit to adjusted EBITDA. As a result, the audited annual report for 2025 has been delayed until June 2026, triggering Gerresheimer’s expulsion from the SDAX index.

The German financial regulator BaFin has widened its probe, now examining potential errors in lease liabilities of €65.5 million, incorrect disclosures on development costs, and unbooked impairments in the Advanced Technologies segment. For the 2025 financial year, Gerresheimer expects non-cash writedowns of between €220 million and €240 million, largely tied to projects at its Sensile Medical AG unit and the glassworks facility in Chicago Heights, which is slated for closure at the end of 2026.

Creditors Grant Breathing Room — For Now

On the financing front, the company has bought itself some time. Around 96% of holders of Schuldschein loans totalling €870 million agreed to extend the deadline for submitting financial reports until the end of September 2026. Agreements with bank partners have also suspended certain loan covenants until the fourth quarter of 2026.

The centrepiece of Gerresheimer’s recovery plan is the sale of its US subsidiary Centor Inc., which specialises in packaging systems for prescription drugs. Morgan Stanley is managing the process, and a double-digit number of interested parties have already emerged. The transaction is seen as critical to stabilising the company’s capital structure this year. At the end of 2024, Centor was valued at €292 million on the books.

A Stock That Has Lost Its Way

The market’s verdict has been brutal. Over the past twelve months, Gerresheimer’s shares have shed more than half their value. Since the start of 2025, the stock has fallen roughly 13% — though it has recovered more than 50% from its February low. At around €24, the current price is still about 20% above Barclays’ €19 target, a gap that will only close if the June audited accounts emerge without further nasty surprises.

Operationally, management is sticking to its guidance: revenue of €2.3 billion to €2.4 billion for 2026, an adjusted EBITDA margin of 18% to 19%, and moderately positive free cash flow. The company says business so far this year has been in line with expectations. The half-year report is due on 14 July, by which time the Centor sale may — or may not — be completed. For creditors and investors alike, that outcome will shape the next chapter of Gerresheimer’s fight for survival.