Sturm, Ruger & Co., Inc. and Beretta Holding S.A. have
announced a strategic cooperation agreement.
This collaboration began last year as a contentious disagreement between the two companies—as of last March, Beretta Holding S.A., the Luxembourg-based parent of the iconic Italian gunmaker Beretta, had amassed a 9.95 percent stake in Ruger.
To parry this, Ruger had adopted a one-year shareholder rights plan—commonly known as a “poison pill.” The poison pill, if Beretta or another stakeholder attained 10 percent or more of its stock, would basically have given options to others to purchase shares at a discounted rate, a defense strategy that would likely have diluted Beretta’s percentage of ownership.
“The agreement reflects a shared commitment to long-term value creation, constructive engagement, and stability for Ruger’s shareholders, employees, customers and industry partners,” says a press release
running at MarketScreener.com.
The shared agreement will allow Beretta to increase its ownership of Ruger to up to 25 percent of the company’s outstanding shares (NYSE: RGR). According to the press release, the minimum partial tender offer price shall be $44.80 per share in cash.
Beretta will “nominate up to two independent directors following the 2026 Annual Meeting of Shareholders and regulatory approval. At that time, the Company will temporarily expand the Board. The nominees will be subject to Ruger’s Nominating and Governance Committee process and qualification criteria.”
Also, per this agreement, Beretta will not, “among other things, initiate or support any proxy contest or similar action,” for at least three years. “These provisions, together with other provisions in the agreement, are designed to safeguard Ruger’s independence and stability while increasing alignment of Beretta Holding with all shareholder interests,” says the release.
Beretta views Ruger as a gateway to greater scale, perhaps enabling it to compete more effectively in defense contracts and consumer segments.
“This agreement is strategically valuable and will benefit all Ruger stakeholders,” said John Cosentino, chairman of the board of Ruger. “As a Board, our responsibility and duty is to act in the best interests of all shareholders. This agreement 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.”
“We are pleased to have reached this Agreement with Ruger,” said Dott. Pietro Gussalli Beretta, chairman and CEO of Beretta Holding. “This cooperation is fully aligned with the Group’s strategy to further strengthen our presence in the United States, a key market where we have been active for several decades, and it reflects our commitment to continued long-term development.”
