Strum, Ruger & Co., in a regulatory filing, reported that its Board of Directors has denied Beretta Holding’s request for an exemption from its poison pill shareholder rights plan as part of a proposal to acquire additional shares of Ruger, but confirmed that representatives from both companies will meet in person on April 9.
Ruger sent a letter to Beretta on March 28, rejecting the exemption.
On March 25, Beretta, which has acquired a 9.95 percent stake in Ruger since last fall, reported it had made an offer to acquire up to 20.05 percent of Ruger’s outstanding shares at a premium. Beretta, in a letter to Ruger’s Board, said it had offered to pay $44.80 per share in cash for the shares, representing a premium of approximately 20 percent to the 60-day average price (volume-weighted average price).
Beretta asked Ruger’s board to exempt the transaction from Ruger’s shareholder-rights plan, or poison pill, adopted last fall, to enable Beretta to increase its beneficial ownership to up to 30 percent through the tender offer.
On March 31, Beretta, the Luxembourg-based firearms manufacturer, issued a media release expressing disappointment over Ruger’s Board’s rejection of its request for an exemption from the shareholder rights plan and indicated it may explore litigation.
Beretta said in the statement, “Beretta Holding remains disappointed and surprised by the incumbent Board’s behavior and continued resistance to an increased investment that would further align Beretta Holding with all shareholders. The tender offer was at a significant premium, with a purchase price of $44.80 per share in cash, representing approximately a 20 percent premium to the 60-day volume-weighted average price ending on March 24, 2026. The Board has now stood in the way of its shareholders’ ability to decide for themselves.
“We remain steadfast in our view that Beretta Holding’s investment and the potential for value creation through a strategic investment will be value-creating for all shareholders. While we are willing to attend a meeting with a view to a constructive resolution, we remain skeptical of the Board’s intentions and will continue to explore all of our legal alternatives.”
Image courtesy Beretta
