Gerresheimer's Accounting Crisis Freezes Takeover and Triggers Legal Avalanche

Gerresheimer paralyzed by accounting violations, SDAX expulsion, and a blocked €41/share takeover bid. Legal actions mount as share price plunges 39%.

The German packaging specialist Gerresheimer finds itself paralyzed, caught between a blocked lucrative takeover and a mounting legal storm. The company's failure to file an audited annual report for 2025 has triggered a chain reaction, expelling it from the SDAX index and freezing all strategic maneuvers while regulators and shareholder groups close in.

At the heart of the turmoil are accounting violations related to "bill-and-hold" agreements. An independent law firm confirmed Gerresheimer systematically invoiced customers for goods before delivery, booking the revenue prematurely in breach of IFRS rules. These irregularities affected €35 million in revenue and €24 million in adjusted EBITDA. The scandal has drawn scrutiny onto auditor KPMG, which replaced Deloitte in 2024 and subsequently approved the flawed financial statements without qualification. Germany's audit oversight body, APAS, has now initiated professional misconduct proceedings against KPMG.

The regulatory fallout is expanding on multiple fronts. Alongside an existing BaFin investigation, the shareholder association DSW is preparing damage claims against former CEO Dietmar Siemssen and ex-CFO Bernd Metzner, as well as the supervisory board. The DSW is examining claims related to goodwill valuations of approximately €676 million and is considering engaging a litigation financier. To untangle the mess, the company has brought in Grant Thornton as an external audit firm.

This complete breakdown in financial reporting has dire consequences. The official SDAX expulsion took effect on April 10, 2026, forcing index-tracking funds to dump their holdings. This technical selling pressure has pushed the share price to €17.26, marking a staggering loss of roughly 39% since the start of the year and leaving the stock nearly 74% below its 52-week high.

Most critically, the lack of audited accounts has slammed the door on a potential strategic exit. U.S. competitor Silgan Holdings was reportedly considering a takeover offer of €41 per share. With verified financials unavailable, that transaction is completely blocked, leaving shares trading at a deep discount to the speculated bid.

Operationally, the company is bracing for further pain. Gerresheimer anticipates non-cash impairment charges of €220 to €240 million, primarily from technology projects at its Swiss subsidiary Sensile Medical and the planned closure of a US glass plant by the end of 2026. In a bid to raise cash, it has put its US drug packaging unit Centor, last valued at €292 million, up for sale through Morgan Stanley.

Management's roadmap hinges on delivering the audited 2025 figures by June 2026. This is the foundational step to regaining regulatory compliance and stabilizing the business. The company is in technical default on its loan covenants and is negotiating with creditors to extend deadlines and avoid a termination of its credit lines. Its 2026 revenue forecast of €2.3 to €2.4 billion is explicitly conditional on successful debt talks and the outcome of the BaFin probe.

With the quarterly reporting calendar and the annual shareholder meeting suspended, the next fixed date for investors is the half-year report on July 14, 2026. Until then, every development from the overlapping regulatory and legal probes will dictate the stock's volatile path, with the promised June audit serving as a make-or-break milestone for the company's future.