In Wall Street conversations, you’ll occasionally hear the expression “creeping takeover.” It describes how a company or individuals take an ownership position in a company, espousing the quality of the investment, and denying any other intent. Later, however, they begin criticisms of the company’s performance, management, and overall health. At that point, they commence “creeping” toward a takeover.
When Beretta took a significant stake in Ruger, it kicked off a lot of one-sided conversations. The conversations were one-sided because Beretta simply refused any comment beyond describing their investment in Ruger as exactly that, an investment. It was simultaneously complimentary and confounding.
Ruger wasn’t necessarily buying that explanation. Especially as Beretta continued to buy Ruger stock. In fact, it’s increased to the point Beretta Holding is now the largest single shareholder in Ruger.
In response, Ruger’s board enacted a Shareholder Protection Plan, commonly known as a “poison pill.” If/when any single investor met or exceeded a 10% ownership threshold, Ruger would put additional shares into the marketplace sufficient to dilute the percentage holdings of, in this case, Beretta. Poison pills normally discourage additional investment by raising the stakes.
Shortly before IWA, Beretta announced it would commence a proxy fight with Ruger. In the announcement, the Italian giant announced four candidates it would seek to place on the Ruger board of directors. Not coincidentally, Ruger had just announced three new board members and the cycling out of three priors.
From there, it was easy to surmise that a battle was ahead. Last Friday, Beretta fired their latest public shot, releasing a statement deeply critical of Ruger’s 2025 results and management. Ruger’s fourth quarter and full-year 2025 results, it said “underscore a clear and growing disconnect between management’s rhetoric and actual performance — a disconnected that cannot be explained away as cyclical or temporary headwinds.”
Instead, Beretta said, “these results appear to reveal a management team and Board that are failing to execute effectively and are doubling down on a failed strategy that is eroding value for shareholders, employees and customers.”
Yesterday, Ruger responded, issuing its first public response to the Beretta statement. The company felt the statement necessary to “set the record straight based on Beretta’s recent claims.
Ruger says the claim that Ruger failed to “constructively engage” with Beretta was simply not true. Ruger had reached out to Beretta and asked them to pause their stock purchases pending discussions.
Instead, Beretta refused and continued buying Ruger stock. On the opening day of NASGW last October, the Ruger board of directors adopted a short-term shareholder rights plan to protect the interests of Ruger shareholders from Beretta’s “creeping takeover.”
Subsequently, Beretta declined Ruger invitations for in-person, principal-to-principal meetings, while sending “aggressive letters” through counsel.
Then, on December 15, 2025, a face-to-face meeting did happen in Paris. During that meeting, Beretta told Ruger their goal was to combine the two companies. Ruger was also informed there was “no interest in preserving the status quo” and Beretta would “find a way to increase the position if Ruger remained resistant.”
In February, representatives from both companies met in Luxembourg, trading several proposals, but never reaching an agreement. Per Ruger’s press release, Beretta repeatedly indicated a readiness to “go to war” should their demands not be met.
The demands? According to Ruger, they included Ruger’s issuing additional shares to Beretta at a discount (15%) giving Beretta 25% of Ruger and the right to vote those shares in its “own self interest,” board representation “disproportionate” to Beretta’s ownership-and the appointment of a member of the Beretta management team to the Ruger board.
A Beretta management member on the Ruger board, FYI, would be in violation of U.S. antitrust laws. A final demand included dismantling of the Shareholder Protection plan.
Last Friday, a Beretta spokesperson reached out to make me aware of the Beretta statement regarding Ruger’s 2025 earnings. It was the first contact I’d had with anyone from Beretta holdings. No further comment was offered. You can read their statement in Monday’s edition of The Outdoor Wire.
Yesterday, I spoke with Ruger President & CEO Todd Seyfert regarding the Ruger response (you can read it in today’s news section). He told me Ruger will respond “based on facts, not conjecture.” “taking the high road” rather than firing back at Beretta’s combative stance. “We will,” he said, “respond based on facts, not conjecture.” He also reiterated that they are “focused on running the business, and our brand remains strong, there is great demand for our products, and we have a clear plan for 2026 and beyond.”
More than a half century of watching proxy fights and takeovers of every description it’s safe to say there’s a lot more of this story yet to come.
And, as always, we’ll keep you posted.
—Jim Shepherd
