Sturm, Ruger & Co. and Beretta Holding S.A. announced a strategic cooperation agreement on May 4 that ends their months-long proxy contest and sets terms for the Italian firearms conglomerate to expand its ownership stake in the Connecticut-based manufacturer to 25 percent of outstanding shares, The Outdoor Wire reported from the companies' joint press release.

Under the deal, Beretta Holding may launch a partial tender offer at $44.80 per share in cash — approximately a 20 percent premium to Ruger's 60-day volume-weighted average share price prior to the announcement. The offer has not yet commenced and remains contingent on clearance from the Committee on Foreign Investment in the United States and expiration of the Hart-Scott-Rodino waiting period. Until those conditions are met, Beretta stays below the existing 10 percent ownership cap; once cleared, it may acquire up to 25 percent of Ruger's shares.

In exchange for the expanded stake, Beretta Holding withdrew all four director nominees it had submitted for Ruger's May 27 annual meeting, leaving only the Ruger board's recommended candidates on the ballot. After the annual meeting, Beretta earns the right to nominate up to two independent directors to a temporarily expanded board, subject to review by Ruger's Nominating and Governance Committee. Beretta also accepted a three-year standstill, agreeing not to initiate or support proxy contests and to vote its shares in alignment with the Ruger board's recommendations — except where leading proxy advisory firms issue adverse guidance, according to AmmoLand.

Ruger Chairman John Cosentino stated the agreement "is strategically valuable and will benefit all Ruger stakeholders," adding that it "creates a framework for productive engagement with Beretta Holding while preserving Ruger's independence and governance standards." The Firearm Blog noted that Ruger's brand, U.S. manufacturing footprint, and existing management continue without change under the agreement. The settlement closes a campaign that escalated when Beretta nominated a full slate of directors and began building its position, setting up what would have been one of the most contentious proxy votes in the modern American firearms industry.

Beretta Holding's portfolio spans the Beretta, Sako, Tikka, and Stoeger brands, making it one of the largest privately held firearms groups in the world. Adding a significant stake in Ruger — maker of the 10/22, Ruger American, and LCP lines — gives the group operational influence over a major publicly traded American manufacturer without requiring a full acquisition. Boardroom Alpha characterized the outcome as a structured path for Beretta to deepen its influence while Ruger retains its independence and governance standards under U.S. shareholder protections.

The formal tender offer process and the CFIUS review are expected to advance in parallel with and following the May 27 annual meeting. Watch for the board-expansion announcement after the shareholder vote, and for CFIUS to set a timeline on when Beretta can begin purchasing shares above the existing threshold.


Side Note from the Editor: As a Ruger shareholder, I'm happy to see this agreement, as I did not want to see an Italian company overtake a storied and iconic American firearms brand, just as I assume the Italians would not want an American company to overtake Beretta. Beretta is a great company and makes good firearms, but the issue with most non-American firearms companies is that they don't understand American gun culture and what our market desires and wants.