Luxembourg-based Beretta Holding S.A. announced preliminary results for its cash tender offer to acquire up to 2,400,184 shares of Sturm, Ruger & Company, Inc. (NYSE: RGR) at $44.80 per share, bringing its total equity stake to 25%. The transaction, which expired on October 15, 2026, follows a proposed consent order from the Federal Trade Commission regarding antitrust allegations.
The Bottom Line
- Beretta Holding’s cash tender offer for Sturm, Ruger & Company, Inc. (NYSE: RGR) closed heavily oversubscribed at 2.6 times the maximum sought, prompting an estimated proration factor of 38.45%.
- The Federal Trade Commission filed a proposed consent order citing antitrust allegations arising from Beretta Holding’s minority acquisition of shares in Sturm, Ruger & Co.
- Pursuant to the FTC’s guidelines, Beretta is required to give a written notification at least 15 days ahead of any election, designation, appointment, or nomination of a board member associated with Ruger, and is prohibited from engaging in any financial arrangement, employment, or alternative relationship with any independent director it puts forward—for a duration of one year following that individual’s departure from the Ruger board—that might undermine their fiduciary responsibilities or enable the transmission of Ruger’s confidential data back to Beretta.
Tender Offer Over-subscription and Share Proration Mechanics
The cash tender offer expired at one minute following 11:59 p.m. New York City time on Thursday, October 15, 2026. Based on an initial tally performed by the depositary institution, an aggregate of 3,589,647 shares were properly tendered without being withdrawn, omitting 2,652,256 shares submitted via guaranteed delivery notices.
Prior to the tender offer, Beretta already held a 9.93% stake in the company. The parent entity, Beretta, is a subsidiary of Upifra and expects to reach €1.8 billion in turnover and over €300 million in EBITDA for 2026, comparing with €1.68 billion in turnover in 2025. Civilian sales account for about 60% of turnover, with defense making up the rest.
| Financial Metric | Beretta Holding S.A. | Sturm, Ruger & Company, Inc. |
|---|---|---|
| Target Acquisition Stake | 25.0% (Up from ~9.93%) | N/A |
| Tender Offer Price per Share | $44.80 in Cash | $44.80 in Cash |
| Projected 2026 Turnover | €1.8 Billion | Not Disclosed |
| Projected 2026 EBITDA | >€300 Million | Not Disclosed |
Antitrust Scrutiny and the Clayton Act Section 8 Challenge
The Federal Trade Commission announced a proposed consent order to resolve antitrust allegations arising from the minority acquisition. The FTC claimed in its regulatory filing that such a setup would establish an unlawful interlocking directorate, breaching Section 8 of the Clayton Act, alongside constituting an anticompetitive practice under Section 5 of the FTC Act. This action follows the FTC’s September 2025 enforcement action involving Sevita Health, where three individuals resigned from the Sevita Health board.
Section 8 of the Clayton Act prohibits interlocking directorates, which risk suppressing competition. This regulatory development builds upon ongoing scrutiny by both the FTC and DOJ regarding interlocking directorates, highlighted by a series of board departures secured by the DOJ through 2022 and 2023 outside of courtroom litigation.
Structural Compliance Safeguards Imposed on Board Rights
The proposed consent order requires Beretta to provide the FTC with at least 15 days’ advance written notice before any board appointment, designation, nomination or election involving Ruger. For a period of one year after any independent director nominated by Beretta departs the Ruger board, Beretta is barred from employing them, entering into financial arrangements with them, or maintaining any other relationship that could undermine their fiduciary responsibilities or allow Ruger’s confidential information to be shared with Beretta.
Pietro Gussalli Beretta, chairman and chief executive of Beretta Holding, stated, “This investment represents a significant milestone for Beretta Holding. It marks our first participation in a publicly listed company and opens a new chapter in our development as a long-term investor in the U.S. capital markets. Our cooperation with Ruger expands our position in the United States, our largest market, while creating new opportunities to expand Ruger’s presence internationally.”
Disclaimer: The information provided in this article is for educational and informational purposes only and does not constitute financial advice.
