Beretta starts $44.80 cash tender for a 25% stake in Sturm Ruger

Beretta Holding commenced a cash tender Thursday morning that would raise its holding in Sturm, Ruger & Company to 25%. The Luxembourg parent of Beretta is offering $44.80 a share in cash for up to 2,400,184 shares, a maximum outlay of $107.5 million. It is buying a slice of a listed company, not taking Ruger private. A day earlier Ruger terminated the shareholder-rights plan that had capped the stake, after the May agreement’s regulatory conditions were satisfied. Under that settlement Beretta withdrew its board nominees, accepted a 25% ceiling, signed a three-year standstill, and agreed to vote with the board.

The Federal Trade Commission on Wednesday accepted a proposed consent order settling allegations that the stock purchase would create an illegal interlocking directorate under Section 8 of the Clayton Act. The order prohibits Beretta from appointing or nominating anyone to Ruger’s board unless that person is independent of Beretta. The May pact had already described those two seats as independent. The commission called Beretta and Ruger “two of the largest firearm manufacturers” and said the order is meant to preserve Ruger’s independence.

The offer price is an approximately 21% premium to Wednesday’s close of $37.08, Beretta said in a 7:55 a.m. Eastern time release. Around 1:50 p.m., Ruger traded at $40.08, up 8.1%, after printing as high as $40.70, still $4.72 short of the cash on offer.

Beretta already owns 1,587,000 Ruger shares, a position it has described as 9.95% of the company. The tender is not subject to a financing condition and is not conditioned on any minimum number of shares being tendered. It is scheduled to expire at one minute after 11:59 p.m. New York time on October 15, unless extended under the Offer to Purchase dated September 17, which Beretta said it would file with the Securities and Exchange Commission.

Beretta's year-long path to a 25% cap

Beretta first showed up in Ruger’s file on September 22, 2025, with a Schedule 13D reporting about a 7.7% stake and no prior contact, Ruger later said. Ruger’s board answered on October 14, 2025 with a limited-duration rights plan, the device commonly called a poison pill, that generally became exercisable at 10% ownership and was originally set to lapse on October 13, 2026. By December 1 Beretta reported 1,587,000 shares, bought for about $60.3 million including commissions.

Beretta nominated directors for the 2026 annual meeting and, on March 25, proposed a partial tender at the same $44.80 that would have taken it to 30%, asking the board to exempt the bid from the pill. Ruger told shareholders the offer had not commenced and that they need not act. On May 2 the two sides signed a Strategic Cooperation Agreement that cut the target to 25%, set a floor of $44.80 on a tender for the lesser of 15.05% of then-outstanding shares or 2,400,184 shares, and ended the proxy contest. Beretta took a three-year standstill: no initiating or supporting a proxy fight, and a commitment to vote with the board’s recommendations, subject to stated exceptions. Ruger Chairman John Cosentino called the pact “strategically valuable” and said it “provides stability, avoids further expense and distraction, and creates a framework for productive engagement with Beretta Holding while preserving Ruger’s independence and governance standards.”

On Wednesday, Ruger said the agreement’s regulatory conditions had been satisfied. The board unanimously accelerated the rights plan’s expiration from October 13 to September 16, and the pill died at the close of business. “These actions represent the natural, next steps outlined in the Agreement we announced in May,” said Todd Seyfert, Ruger’s president and chief executive.

What 25% actually buys

On the 15,978,256 shares outstanding as of July 15, the figure on the cover of Ruger’s second-quarter 10-Q, a full 2,400,184-share take-up on top of Beretta’s 1,587,000 shares would be about 25% of the company. About 12 million shares, 75% of that count, would remain outside Beretta. The May agreement gives Beretta the right to nominate up to two independent directors after the 2026 annual meeting, with the board temporarily expanded, subject to Ruger’s qualification process.

A 25% holder is large enough to matter in a Delaware corporation, and the agreement treated the inapplicability of Section 203, the state’s three-year business-combination bar on “interested stockholders,” as a condition of the tender. Pietro Gussalli Beretta, Beretta Holding’s chairman and chief executive, said in May that the cooperation fit a strategy of strengthening the group’s US presence. Thursday’s release carried no new executive quotes.

This is not a rescue. Ruger reported second-quarter net sales of $158.1 million, up 19% from $132.5 million a year earlier, diluted earnings of $0.43 a share against a $1.05 diluted loss, and $17.3 million of cash from operations. First-half sales were $299.4 million, up 12%. The equity is a $640 million NYSE listing. The $44.80 cash price sits below the 52-week high of $48.21.

The other 75% stays listed

For anyone who holds Ruger through a fund, the tender is smaller still. Sixty-seven funds in etf.net’s graded universe own the stock. None of them own enough for this offer to move the fund. The largest weight is 0.92%, in a US micro- and small-cap shareholder-yield fund that etf.net grades D, the Cambria Micro and SmallCap Shareholder Yield ETF MYLD.

If you hold the shares yourself, the decision is whether to tender into a partial bid that will take at most 2.4 million of them. If more than that come in, the Offer to Purchase dated September 17 will say how many of each holder’s shares are taken. As of 1:50 p.m. Eastern time, that Schedule TO had not appeared on the SEC’s website. By then, 343,000 shares had changed hands, against a 198,000-share daily average.

The offer is open through October 15. The standstill Beretta signed in May runs three years, and the rights plan that had stopped it at 10% expired Wednesday.