Sturm Ruger issued a statement charging Luxembourg-based Beretta Holding S.A with seeking to gain control of the company through discounted share purchases and outsized governance rights.
The statement comes following Beretta’s accumulation of a 9.95% stake in Ruger since last September and, on February 26, its nomination of four directors to the company’s board, setting the stage for a potential proxy fight between the rival gun makers.
In nominating four directors, Beretta criticized recent board changes at Ruger as “inadequate” and said the moves fail to address what it called “sustained shareholder value destruction.” Beretta stated that Ruger’s net income has declined by more than 90 percent from its peak and reached its lowest level in a decade, and that Ruger’s shares had significantly underperformed competitor Smith & Wesson Brands and the overall Russell 2000.
Last week, Beretta issued a statement criticizing Ruger’s “Disappointing Q4 and FY 2025 Results.”
In Ruger’s statement released Monday, entitled “Ruger Sets the Record Straight on Competitor Beretta’s Attempt to Seize Control of Ruger,” it reads that it received notice from Beretta of its plans to nominate four candidates to its board on February 24. Ruger states it has not yet publicly responded to Beretta’s criticism but issued its statement “because of mischaracterizations and omissions in Beretta’s communications.”
Among its claims, Ruger said Beretta’s charge that Ruger failed to “constructively engage” with Beretta is false.
Ruger said that after Beretta initially revealed in a regulatory filing that it had acquired a 7.7 percent stake in Ruger on September 22, 2025; while indicating it had no “present intention” to take control of Ruger, Beretta did not contact Ruger before or in connection with the filing. Ruger, at the time, reached out to Beretta and “offered to meet with Beretta repeatedly” while urging Beretta to pause its share accumulation pending discussions.
After Beretta continued to increase its stake in Ruger, Ruger said on October 14, 2025, that its board adopted a short-term stockholder rights plan “to protect the interests of all Ruger stockholders from Beretta’s ongoing creeping takeover.”
Ruger said that in the following weeks, Beretta declined Ruger’s invitations for in-person principal-to-principal meetings “while sending a series of aggressive letters through counsel.”
Following outreach from Ruger’s chair, a meeting was held in Paris on December 15, when Beretta’s chair indicated it had a long-term plan to combine Ruger with Beretta but made no formal proposal. Ruger added, “Beretta’s chair also indicated that he had no interest in the status quo and that he would find a way to increase his position if Ruger remained resistant.”
Ruger said representatives of the parties met again in Luxembourg in February 2026 and traded several proposals but failed to reach an agreement.
Ruger also charged that Beretta “repeatedly demanded terms that would transfer value from other Ruger stockholders to Beretta and undermine Ruger’s status as an independent public company.”
Ruger said that following the Luxembourg meeting, Ruger made “multiple good-faith and constructive proposals to Beretta that were designed to avoid a costly and distracting proxy contest and allow the company to remain focused on executing its strategy.”
Ruger said the proposals were structured to preserve Ruger’s independence as a public company and ensure compliance with antitrust and national security laws while also permitting Beretta to increase its ownership position up to a cap, designate directors, and “explore opportunities for true commercial collaboration” with Ruger.
Ruger added, “In contrast, Beretta repeatedly advanced extreme demands and threatened to ‘go to war’ if those demands were not met.” Among the reported demands were that Ruger issue additional shares to Beretta at a 15 percent discount, which would have diluted existing stockholders. Beretta also demanded 25 percent of Ruger and the right to vote those shares in their own self-interest.
Ruger also said Beretta, despite being a competitor, “demanded that it receive disproportionate representation on the Board, and sought to appoint a member of the Beretta management team to Ruger’s Board, which would violate U.S. antitrust laws.”
Ruger said Beretta further demanded that Ruger dismantle its stockholder rights plan and refused to agree to a customary standstill.
Finally, Ruger said Beretta falsely claims, “Ruger’s board refreshment was ‘reactive’. In fact, this refreshment process has been in the works since prior to Beretta’s investment, and Ruger delayed finalizing the refreshment in a good-faith effort to reach a resolution with Beretta.”
Ruger concluded in its statement, “While Ruger remains ready and willing to engage constructively with Beretta for the benefit of all stockholders, the Board is committed to continuing to act decisively to protect Ruger’s other stockholders from Beretta’s aggressive campaign to seize control on unfair terms. Ruger will continue to communicate with all Ruger stakeholders as this situation develops.”
Image courtesy Sturm Ruger
