By Elias Schisgall
Beretta Holding said the board of Sturm, Ruger, & Co. denied its request to exempt a potential tender offer from the U.S. firearm maker's shareholder-rights plan.
Beretta, an Italian gun manufacturer, sent a proposal to Ruger's board last week to buy up to 20.05% of outstanding Ruger shares for $44.80 a share in cash. It requested an exemption to the shareholder-rights plan, or poison pill, which would have allowed it to increase its beneficial ownership to as much as 30% through the stock acquisition.
In a Tuesday letter, Beretta said Ruger had rejected the request. "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 company said.
Beretta said the offer price represents a roughly 20% premium to Ruger's 60-day volume-weighted average price up to March 24, and said Ruger's board had denied shareholders the opportunity to decide whether to accept the proposed tender offer.
"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," Beretta said. "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."
Ruger didn't immediately respond to a request for comment.
Ruger has accused Beretta, which has built a roughly 9.95% stake in Ruger and nominated four directors to its board, of seeking to gain control of the company using discounted share purchases and outsize governance rights. Ruger has also said Beretta discussed a long-term plan of merging the two gun manufacturers.
Beretta has denied Ruger's claims, and said it has sought a negotiated minority investment in order to improve the U.S. company's performance
Write to Elias Schisgall at elias.schisgall@wsj.com
(END) Dow Jones Newswires
March 31, 2026 10:25 ET (14:25 GMT)
Copyright (c) 2026 Dow Jones & Company, Inc.
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