Gerresheimer’s Rejected Buyout and Accounting Crisis: A Race Against Time

Gerresheimer faces a perfect storm of accounting irregularities, a rejected €41/share takeover, and SDAX ejection, racing to publish a certified annual report by June 2026.

The Düsseldorf-based pharmaceutical packaging specialist Gerresheimer is navigating a perfect storm of regulatory scrutiny, a rejected takeover bid, and a forced asset sale, with its very listing on the German stock exchange now compromised. The company, which produces primary packaging for the pharma industry, finds itself in a fight for credibility as it races to publish a certified annual report by June 2026.

A Premium Offer That Never Was

The crisis took an intriguing turn when US packaging rival Silgan approached Gerresheimer with a buyout proposal at €41 per share — more than double the market price at the time. According to insiders, the Gerresheimer board rejected the approach outright, and no further talks are taking place. The stock dipped 5% on the news but quickly recovered, currently trading around €22.32. That still represents a 57% decline year-on-year, though it marks a 43% rebound from the February trough of €15.57.

The rejection of a premium bid underscores the board’s belief that the company can resolve its troubles independently — a high-stakes gamble given the depth of the current crisis.

The Accounting Scandal Unfolds

The root of Gerresheimer’s problems lies in accounting irregularities that have drawn the attention of Germany’s financial regulator, BaFin. The probe, initiated in September 2025 and broadened in early March 2026, focuses on three specific areas of misstatement.

First, leasing liabilities were booked at an incorrect value of €65.5 million. Second, development costs were overstated by €29.4 million in book value. Most damaging, impairment charges in the Advanced Technologies segment were not recorded, with the shortfall reaching €196.5 million. The total potential hit from these errors is staggering: Gerresheimer now expects non-cash impairment charges of up to €240 million for 2025.

The BaFin investigation was triggered by violations of IFRS rules related to so-called bill-and-hold arrangements, where revenue and costs were incorrectly recognized. Two audit firms — KPMG and Grant Thornton — are now reviewing the 2024 and 2025 financial statements.

The market’s reaction was brutal. On February 11, the stock collapsed 30% in a single day. By late February, as the BaFin probe expanded, shares hit their lowest level since 2009.

Index Exit and Creditor Reprieve

The accounting delays have had immediate consequences. Since April 10, 2026, Gerresheimer has been ejected from the SDAX index. Index rules require companies to publish audited annual reports within four months of their fiscal year-end — a deadline Gerresheimer missed after its fiscal year closed in November 2025.

To stave off a liquidity crisis, the company negotiated with its creditors in April. Holders of Schuldschein loans agreed to extend the deadline for the certified annual report until the end of September. Meanwhile, key financial covenants, including leverage ratio targets, have been suspended until the third quarter. This breathing room allows management to focus on the restructuring.

The Centor Fire Sale

As part of its turnaround strategy, Gerresheimer is selling its US subsidiary Centor. The process, managed by Morgan Stanley, has attracted a double-digit number of interested parties currently conducting due diligence. The sale is expected to close by year-end and will provide much-needed capital to shore up the balance sheet.

What Lies Ahead

The immediate focus is on the June 2026 deadline for the audited annual report. Once that is published, the half-year report is scheduled for July 14. The BaFin will publicly disclose its findings, though no timeline for that announcement has been set.

For now, the company’s 2026 guidance — revenue of €2.3 billion to €2.4 billion and an EBITDA margin of 18% to 19% — remains provisional. Those numbers will only be credible once the certified accounts are released and the BaFin probe concludes.

Gerresheimer’s operational performance remains stable, with full-year revenue targeted at up to €2.4 billion. But until the accounting cloud lifts, investors are left guessing about the true state of the company’s finances. The next few months will determine whether the board’s decision to go it alone was a masterstroke or a miscalculation.