Beretta Holding takes action against Sturm, Ruger & CompanyThe group launched a meeting on September 17thpartial cash tender offer to acquire up to 2.400.184 shares of the U.S. arms manufacturer, equal to approximately 15% of the capital. The goal is to increase the stake, currently close to 10%, to 25%, strengthening its presence in the American market. The proposed price is $44,80 per share, with a premium of approximately 21% to the September 16 close and approximately 20% to the volume-weighted average of the 60 trading days ending March 24, 2026.
On Wall Street, the stock reacted positively. Ruger shares soared to $39,26, up 5,88%. The takeover bid will expire at midnight on October 15th., New York time, unless extended. It is not subject to financing conditions or a minimum number of acceptances. The actual amount acquired will therefore depend on the shares tendered in the offering.
From the clash over governance to the agreement
The launch of the operation follows heated discussions in the early months of the year. In February, Beretta announced a 9,95% stake in Ruger and presented independent candidates for the board of directors. The American manufacturer subsequently accused the group of seeking control, while discussions about defenses against a potential takeover prompted Beretta to declare its readiness to "evaluate legal alternatives." The change of direction dates back to 4st May, when the companies have reached a cooperation agreementThe agreement paved the way for an increase in the stake to 25%, setting the minimum offering price at $44,80 and defining a new governance balance.
Beretta has obtained the right to indicate up to two independent directors after the 2026 AGM and the completion of regulatory requirements. The group also withdrew its nominations for the AGM and agreed to a three-year standstill, committing, among other things, not to promote or support proxy battles or similar initiatives. The agreed framework preserves Ruger's independence, which will remain a publicly traded company in the United States with its own brand and strategic direction, and allows the two companies to explore potential forms of commercial cooperation.
Poison pill drops, green light for new phase
The last step before the launch of the takeover bid came on September 16. Ruger announced that the regulatory conditions set out in the agreement had been met and that the board had brought forward the deadline for the shareholder rights protection plan from October 13th to September 16th. The so-called “poison pill”, the defense mechanism used to counter hostile takeovers, removing an obstacle to Beretta's increased participation.
“These actions represent the natural next steps outlined in the agreement we announced in May,” said Ruger Chairman and CEO, Todd SeyfertThe group, he added, remains focused on managing its operations “in the best interests of Ruger and all of our shareholders.”
The United States at the heart of the Beretta strategy
For Beretta Holding the investment also marks the debut in the capital of a listed company“Our investment in Ruger, one of the most iconic and respected manufacturers in the industry, represents an important milestone for Beretta Holding, as it is our first investment in a publicly traded company,” said Chairman and CEO Pietro Gussalli BerettaThe operation, he underlined, "represents a concrete step towards strengthening our presence in the United States, the largest market in the world."
The holding company, based in Luxembourg and controlled by the Gussalli Beretta family, includes over 50 companies active in small arms, optics, and ammunition. In 2025, it recorded 1,68 billion euros in turnover and 254 million in EBITDA, with over 6.000 employees. Approximately 60% of revenue comes from the civilian sector, including hunting and sport shooting, while the Defense sector contributes the remaining 40%.
Now it's up to Ruger shareholdersThe acceptances of the takeover bid will determine how close Beretta gets to the 25% ceiling set by the agreement, transforming the agreement reached in May into a more substantial stake in the American manufacturer.
