Beretta Holding's cash tender offer for shares of Sturm, Ruger & Co. is set to expire at 11:59 p.m. New York time on October 15, with the Federal Trade Commission's consent order governing Beretta's future board rights already in place following a September ruling that resolved the agency's antitrust concerns over the deal.

The offer, priced at $44.80 per share, targets up to 2,400,184 Ruger shares — enough to lift Beretta's stake to approximately 25 percent of outstanding shares if fully subscribed. The FTC accepted a proposed consent order in September that requires any Beretta-nominated director seated on Ruger's board to be fully independent of Beretta, its parent Upifra, and their controlled entities. The agency brought the action under Section 8 of the Clayton Act, which prohibits interlocking directorates between competing companies — in this case, two manufacturers that compete in pistol, rifle, and shotgun categories. Beretta must also give the FTC at least 15 days' advance written notice before any nominee takes a Ruger board seat, and the nominees cannot pass nonpublic Ruger information back to Beretta.

The FTC's consent order was posted for a 30-day public comment period in September, after which the Commission will decide whether to finalize, modify, or withdraw it. The Debevoise & Plimpton analysis of the order noted it follows a pattern of Section 8 enforcement the current FTC has pursued against cross-competitor board arrangements and is one of the first such orders to involve the firearms industry specifically.

Ruger confirmed separately that all regulatory conditions under the May 4 cooperation agreement with Beretta had been satisfied, and that the company's shareholder rights plan — a takeover defense mechanism that had limited Beretta's ability to accumulate shares above a defined threshold — had been terminated. The cooperation agreement, originally announced in May, allows Beretta to raise its Ruger stake to as much as 25 percent and to nominate up to two independent directors following the 2026 annual shareholder meeting.

The $44.80 offer price represented approximately a 21 percent premium over Ruger's September 16 closing price. The offer carries no minimum tender condition, meaning Beretta will proceed with whatever shares are tendered up to the 2.4 million maximum. If shareholders tender more shares than Beretta seeks, the offer is prorated. An extension option exists under the strategic agreement's terms, though no extension had been announced as of October 14.

What to watch: The depositary is expected to publish preliminary results shortly after the October 15 expiration. How many Ruger institutional shareholders chose to participate — and whether Beretta ends up prorating purchases — will be the first measure of how the investment community has assessed the deal's merits for a minority stake with constrained board influence under the FTC order.