America’s largest publicly traded gun company has accused its Italian rival of attempting to “seize control” of its operations.
In a public statement released Monday, Sturm Ruger said Beretta is attempting to “stealthily” gain control of it through discounted share purchases and strategic board appointments. Ruger further alleged its proposals for a collaborative business relationship with Beretta were rebuffed, and that the company threatened to “go to war” if its takeover demands were not met.
“Beretta sought to buy Ruger stock at a 15% discount from Ruger in a private placement and to obtain disproportionate board representation and voting power that would give it near-veto power over important matters,” the company said. “Ruger’s board will continue to protect Ruger’s stockholders and all Ruger stakeholders.”
In a statement of its own on Tuesday, Beretta denied that it was attempting a takeover and fired back at what it called “blatantly false and misleading statements” by Ruger.
“Beretta Holding is disappointed that Ruger has elected to egregiously violate its contractual obligations under its Confidentiality Agreement with us and share confidential discussions in an underhanded, distorted attempt to discredit Beretta Holding,” the company said. “We remain open to a negotiated outcome and believe such a resolution would best serve Ruger and its shareholders.”
The public back-and-forth marks a serious escalation in the recent discussions between Ruger and Beretta. It sets the stage for a potential proxy fight, with control over one of the few publicly traded American firearm giants hanging in the balance.
Beretta first began acquiring shares of Ruger back in September 2025, according to the company, eventually amassing a 10% stake. In an interview with the Wall Street Journal last month, Beretta Holding CEO Pietro Gussalli Beretta said the company was looking to expand its presence in the US civilian firearms market to hedge against volatility in its European military business. He also said Beretta was not looking to launch a takeover or win board seats at Ruger, but rather to work collaboratively on a mutually beneficial business strategy.
Ruger, however, claims the company’s activities over the last few months belie those statements. After several months of continuing to purchase its stock, Ruger said Beretta leadership initially refused to meet. Ruger then adopted a shareholder-rights plan, commonly known as a “poison pill,” to guard against a potential takeover. Eventually, the two sides held a sit-down in December 2025.
“At that meeting, Beretta’s Chair indicated a long-term plan to combine Ruger with Beretta but made no formal proposal,” Ruger said. “Beretta’s Chair also indicated that he had no interest in the status quo and that he would find a way to increase his position if Ruger remained resistant.”
The companies again met in February to discuss possible arrangements, Ruger said, but the two sides failed to come to an agreement. According to Ruger, that’s when Beretta began advancing “extreme demands.”
“Beretta, a competitor of Ruger, demanded that it receive disproportionate representation on the Board, and sought to appoint a member of the Beretta management team to Ruger’s Board, which would violate U.S. antitrust laws,” the company said. “The board seats and ownership level Beretta demanded would trigger mandatory CFIUS review, implicating sensitive national security issues.”
Beretta retorted that any suggestion of potential regulatory and national security issues is “transparent scare tactics aimed to distract from the Board’s oversight failures.”
“Beretta Holding has nominated a minority slate of experienced nominees that are running as independent directors, and at no time did we suggest appointing our CEO to Ruger’s Board,” the company said. “Any implication that Beretta Holding proposed actions that would violate applicable rules or regulations is simply false.”
Beretta maintained that it “remains committed to reaching a constructive solution that would help reverse persistent underperformance – underscored by [Ruger’s] disappointing full-year results.”
In its most recent earnings report, Ruger reported $546.1 million in net sales during 2025, a 1.9% increase over 2024. However, it also reported a nearly $65 million decline in operating income over the last two years, from $52 million in 2023 to an operating loss of $12 million in 2025. Beretta highlighted this “deteriorating financial performance” and argued that it compared unfavorably with Smith & Wesson, the only other publicly traded American-owned gunmaker. Beretta argued those results underlie the company’s push for a “strategic minority investment” in Ruger.
“Such an investment would allow Ruger to draw on Beretta Holding’s five centuries of operating expertise in the global firearms sector to reverse its downward trajectory,” the company said.
Beretta Fires Back After Ruger Accuses Italian Gunmaker of Hostile Takeover Attempt
America’s largest publicly traded gun company has accused its Italian rival of attempting to “seize control” of its operations.
thereload.com
