Gerresheimer’s Creditors Give It Room to Run — but the BaFin Cloud Won’t Lift Until June

The Düsseldorf-based pharmaceutical packaging group Gerresheimer has turned down a takeover approach from US rival Silgan, opting instead to navigate its way out of crisis through asset sales, creditor forbearance, and a painstaking cleanup of its accounts. The decision to reject the €41-per-share offer — more than double the prevailing market price at the time — was confirmed by three people familiar with the situation, who said talks have since ceased.

The Silgan bid, floated in March, briefly sent the stock soaring 15 percent. Since then, the shares have slumped back to around €24, leaving the company with a market capitalisation of roughly €730 million — a third of what it was worth a year ago. The stock is now trading about 63 percent below its 52-week high of €64.40, though it has recovered sharply from a trough of €15.57.

Centor sale gathers pace

Rather than cede control, management is pressing ahead with the disposal of US subsidiary Centor Inc., a specialist in packaging systems for prescription drugs. Morgan Stanley has been mandated to run the process, which has already attracted a double-digit number of interested parties. Gerresheimer expects to complete the transaction before the end of 2026, though it has not disclosed any target price.

A successful sale would ease the group’s capital constraints and could help narrow the deep valuation discount that has weighed on the shares. The proceeds would also provide a cushion as the company wrestles with a much larger problem: its balance sheet.

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Creditors buy time

In mid-April, Gerresheimer secured a critical financing bridge. Holders of 96 percent of its Schuldschein loan volume — totalling €870 million — agreed to extend the deadline for submitting audited accounts until the end of September 2026. Key financial covenants on leverage have been suspended through the third quarter, giving the company breathing room while it completes internal investigations.

The accounting issues that triggered the crisis are substantial. Germany’s financial regulator, BaFin, has identified concrete indications of violations of accounting rules, including incorrectly reported lease liabilities of €65.5 million, erroneous disclosures on the useful lives of capitalised development costs, and unrecognised impairments in the Advanced Technologies segment, which carries a book value of nearly €197 million. Gerresheimer now expects non-cash write-downs of between €220 million and €240 million, mainly linked to technology and development projects at Sensile Medical AG and the moulded glass plant in Chicago.

June deadline looms

The audited financial statements for the 2025 fiscal year are due in June 2026, with the first-quarter report for 2026 to follow shortly after. The annual general meeting, originally scheduled for 3 June 2026, has been cancelled; a new date has yet to be set. The company was ejected from the SDAX index in April as a result of the accounting irregularities — an index exit that added further pressure to the stock.

Operationally, management is holding to its forecasts. For 2026, Gerresheimer expects revenue of €2.3 billion to €2.4 billion, an adjusted EBITDA margin of 18 to 19 percent, and moderately positive free cash flow. The Chicago Heights facility will be shut down by year-end, with production shifted to plants in Italy and India.

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But the guidance carries a major caveat: it is conditional on a positive outcome from the BaFin probe. That makes the June accounts the first real stress test of the company’s standalone restructuring strategy. If the regulator’s verdict is negative, the debate about external solutions — whether a sale, a capital increase, or a debt restructuring — is likely to reignite quickly. The half-year report is due on 14 July 2026.

For now, the stock has rallied 24 percent over the past 30 days, but that recovery rests on a fragile foundation. Without a clean audit opinion, institutional investors are likely to stay on the sidelines. The next few weeks will determine whether Gerresheimer’s bet on going it alone pays off — or whether the Silgan offer, rejected at €41, will come to look like a missed opportunity.

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