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Acquisition · Firearms · National Security · Proxy Fight
Italian gunmaker Beretta is engaged in a hostile proxy fight to acquire up to 50% of U.S. firearms giant Sturm Ruger & Co., which Ruger claims involves threats and national security concerns, as detailed in its recent proxy filing.
Beretta, whose parent firm is headquartered in Luxembourg, initially built a 9.95% stake in Ruger and nominated four directors for its nine-member board in February. It then offered a partial tender for another 20% at $44.80 per share on March 25, which Ruger rejected three days later, citing a "creeping acquisition of control." Ruger's proxy filing alleges Beretta's general manager, Robert Eckert, demanded increasing their stake to 25% immediately via new shares, then another 25% later at a locked-in price, threatening to "go to war" if demands were not met.
Beretta Holding denies these claims, stating it never sought 50% ownership or control. Ruger warns that Beretta's demands would trigger a mandatory review by the Committee on Foreign Investment in the United States (CFIUS) due to national security implications, as Ruger is a major U.S. defense and firearms manufacturer.
Ruger implemented a "poison pill" last year to deter takeovers and is urging shareholders to reject Beretta's director nominees at the upcoming annual meeting. Ruger has faced a post-pandemic sales slump, causing its shares to drop over 40% in five years, with a current market cap of $653 million.
Beretta, a 500-year-old company with $1.7 billion in 2024 revenue, seeks to expand its presence in the U.S. market.
