Italian gunmaker Beretta has been accused of plotting to gobble up to 50% of America’s biggest firearms maker, Sturm Ruger & Co. — even allegedly threatening to “go to war” in a nasty months-long boardroom brawl, The Post has learned.
The Hartford, Conn.-based Ruger dropped the bombshell claim in its annual proxy filing late Wednesday, warning its European rival that its power grab could be killed by Uncle Sam on national-security grounds.
Any potential acquisition by Italian Beretta would place a major US defense and firearms manufacturer with operations in three key battleground states — under foreign ownership.
According to Ruger’s account of a March 9 phone call, Beretta’s general manager, Robert Eckert, flat-out told CEO Todd Seyfert the Italians wanted to increase their stake to 25% immediately via a fresh share issuance — then grab another 25% later to take over half of the company at a price locked in advance.
Wednesday’s proxy statement, a filing made before an annual shareholder meeting, makes no mention as to whether a formal written offer was made to that effect.
Beretta, whose parent firm keeps its HQ in the tax-haven nation of Luxembourg, stealthily built its 9.95% stake, then nominated four directors in February for Ruger’s nine-member board, as exclusively reported by this newspaper.
It then dangled a partial tender offer for another 20% at $44.80 a share on March 25.
The enlarged stake would trigger a mandatory review by the Committee on Foreign Investment in the United States, Ruger warned, raising red flags about American defense and weapons plants falling into the hands of foreigners.
“The board seats and ownership level Beretta demanded would trigger mandatory CFIUS review, implicating sensitive national security issues,” it reads, insisting the Italians “repeatedly advanced aggressive demands orally and in writing and threatened to ‘go to war’ if those demands were not met.”
Takeover targets and their potential buyers are bound by federal securities legislation to give a truthful account of any negotiated or hostile bid.
The Post has approached Ruger, Beretta, and the Treasury Department, the government agency that ultimately oversees the CFIUS process, for comment.
The US giant rebuffed the move three days later on March 28, saying that it was “concerned” that the bid was “consistent with a strategy of creeping acquisition of control of Ruger.”
Lawyers for Beretta then threatened the American firm with legal action.
Ruger last year slapped on a one-year “poison pill” — a tactic used by takeover targets that floods the market with new shares to make a takeover costlier and dilute the buyer’s power.
The Beretta slate includes William Franklin Detwiler of Fernbrook Capital, ex-Vista Outdoor CEO Mark DeYoung, Ancora Holdings boss Frederick Disanto, and Inwood Capital founder Michael Christodolou.
The 500-year-old Beretta empire — still run by 15th-generation heir Pietro Gussalli Beretta — is hungry for a bigger piece of the world’s largest gun market, fueled by the Second Amendment.
Ruger’s board is fighting back hard, urging shareholders to reject the Italian raid at next month’s annual meeting and bracing itself for a full-blown proxy fight.
A proxy fight is an aggressive contest for corporate control in which dissident shareholders try to persuade other investors to boot the current board or management.
Ruger, a leading US maker of pistols, rifles, and revolvers, including the iconic 10/22 rifle, has been grappling with a post-pandemic sales slump.
That has caused the price of shares to tank by over 40% in five years. The company currently has a market cap of $653 million, with its stock price sitting at $40.97 just after noon trading in New York.
Ruger and Smith & Wesson are historically the two largest publicly traded firearms manufacturers in the United States, fiercely competing for dominance in the civilian gun market. The two domestic titans frequently vie for the top spot in American gun production.
Beretta, a 500-year-old powerhouse with $1.7 billion in 2024 revenue, could potentially look for synergies to cut costs and boost profitability.
In its October stake disclosure, it signaled its interest in “operational and strategic collaborations” between the two rivals.
The arms giant, which has supplied Venezuela’s military and national guard with weapons in the past, has long been seeking to further boost its presence in the United States, where it already owns Maryland-based manufacturer Stoeger.
